State of Israel
|
3842
|
Not Applicable
|
||
(State or Other Jurisdiction of
Incorporation or Organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Rachael M. Bushey, Esq.
Jennifer L. Porter, Esq.
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square
Philadelphia, PA 19103
Tel: (215) 981-4331
|
Aaron M. Lampert, Adv.
Ephraim Peter Friedman, Adv.
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel Aviv 6789141, Israel
Tel: +972 (3) 608-9999
|
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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1 |
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1 |
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2 |
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3 |
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4 |
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4 |
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5 |
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9 |
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10 |
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11 |
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14 |
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14 |
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15 |
●
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our annual report on Form 10-K for the fiscal year ended December 31, 2021
filed with the SEC on February 24, 2022;
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our current reports on Form 8-K filed with the SEC on March 16, 2022; and
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●
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the description of our ordinary shares contained in our registration statement on Form 8-A
(File No. 001-33612) filed with the SEC on September 2, 2014, including any subsequent amendment or any report filed for the purpose of updating such description.
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●
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amendments to our Articles of Association;
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appointment or termination of our auditors;
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appointment of external directors;
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approval of certain related party transactions;
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●
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increases or reductions of our authorized share capital;
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●
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a merger; and
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●
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the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our
proper management.
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●
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the title of such warrants;
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●
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the aggregate number of such warrants;
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●
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the price or prices at which such warrants will be issued and exercised;
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●
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the currency or currencies in which the price of such warrants will be payable;
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●
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the securities purchasable upon exercise of such warrants;
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●
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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●
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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●
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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●
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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any material Israeli and United States federal income tax consequences;
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●
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the antidilution provisions of the warrants, if any;
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●
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which, and currency in which, this
principal amount of debt securities may be purchased upon such exercise;
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●
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in the case of warrants to purchase ordinary shares, the number of ordinary shares purchasable upon the exercise of one warrant and the price at which, and the currency in which, these
shares may be purchased upon such exercise; and
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●
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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●
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the title of the series;
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the aggregate principal amount;
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●
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the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
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●
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any limit on the aggregate principal amount;
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●
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the date or dates on which principal is payable;
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●
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the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;
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●
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the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
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●
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the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
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●
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the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;
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●
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whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
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●
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the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
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●
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the currency of denomination;
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●
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the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
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●
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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations,
the manner in which exchange rate with respect to such payments will be determined;
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●
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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity
index, stock exchange index, or financial index, then the manner in which such amounts will be determined;
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●
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the provisions, if any, relating to any collateral provided for such debt securities;
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●
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any events of default;
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●
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the terms and conditions, if any, for conversion into or exchange for ordinary shares;
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●
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any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and
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●
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the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of ReWalk Robotics Ltd.
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●
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through agents;
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●
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to or through one or more underwriters on a firm commitment or agency basis;
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●
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through put or call option transactions relating to the securities;
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●
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through broker-dealers (acting as agent or principal);
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●
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directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise;
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●
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through any other method permitted pursuant to applicable law; or
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●
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through a combination of any such methods of sale.
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●
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
|
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●
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A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with
the offering.
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●
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in syndicate covering transactions.
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●
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the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the foreign state in which the judgment is given and the rules of private
international law currently prevailing in Israel;
|
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●
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the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
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●
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adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
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●
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the judgment is not contrary to the public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of
Israel;
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●
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the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
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●
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an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the foreign court; and
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|
●
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the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.
|
|
SEC registration fee
|
$
|
9,270.00
|
||
FINRA filing fee (if applicable)
|
(1
|
)
|
||
Legal fees and expenses
|
(1
|
)
|
||
Accountants’ fees and expenses
|
(1
|
)
|
||
Printing fees
|
(1
|
)
|
||
Miscellaneous
|
(1
|
)
|
||
TOTAL
|
$
|
(1
|
)
|
(1)
|
These fees will be dependent on the type of securities offered and number of offerings and, therefore, cannot be estimated at this time. In accordance with Rule 430B, additional information
regarding estimated fees and expenses will be provided at the time information as to an offering is included in a prospectus supplement.
|
●
|
financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to
indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the
undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or
criteria;
|
|
●
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority
authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a
substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in
connection with a monetary sanction; and
|
|
●
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or
by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent.
|
●
|
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
●
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a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and
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●
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a financial liability imposed on the office holder in favor of a third party.
|
●
|
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had
a reasonable basis to believe that the act would not prejudice the company;
|
|
●
|
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
|
●
|
an act or omission committed with intent to derive illegal personal benefit; or
|
|
●
|
a civil or criminal fine or forfeit levied against the office holder.
|
(1)
|
To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a current report on Form 8-K and incorporated herein by reference.
|
(2)
|
Where applicable, to be incorporated by referenced to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
|
*
|
Certain identified information in the exhibit has been omitted because it is the type of information that (i) the Company customarily and actually treats as private and confidential, and (ii) is not material.
|
(1)
|
The undersigned registrant hereby undertakes:
|
(a)
|
to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
||
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
||
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
||
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this
Registration Statement;
|
(b)
|
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
||
(c)
|
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
||
(d)
|
that, for the purpose of determining any liability under the Securities Act to any purchaser:
|
||
(i)
|
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
|
||
(ii)
|
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(e)
|
that, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
||
(i)
|
any preliminary prospectus or prospectus of the undersigned registrant to the offering required to be filed pursuant to Rule 424;
|
||
(ii)
|
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;
|
||
(iii)
|
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
|
||
(iv)
|
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(2)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions
referred to in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
|
(4)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
|
(5)
|
The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(6)
|
If and when applicable, the undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of
section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
|
REWALK ROBOTICS LTD.
|
|||
By:
|
/s/ Larry Jasinski
|
||
Name:
|
Larry Jasinksi
|
||
Title:
|
Chief Executive Officer
|
Signature
|
Title of Capacities
|
|||
/s/ Larry Jasinski
|
Director and Chief Executive Officer
|
|||
Larry Jasinski
|
(Principal Executive Officer)
|
|||
/s/ Almog Adar
|
Director of Finance and Controller
|
|||
Almog Adar
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
/s/ Jeff Dykan
|
Chairman of the Board
|
|||
Jeff Dykan
|
||||
/s/ Aryeh Dan
|
Director
|
|||
Aryeh Dan
|
||||
/s/ Yohanan Engelhardt
|
Director
|
|||
Yohanan Engelhardt
|
||||
/s/ Yasushi Ichiki
|
Director
|
|||
Yasushi Ichiki
|
||||
/s/ Dr. John William Poduska
|
Director
|
|||
Dr. John William Poduska
|
||||
/s/ Randel Richner
|
Director
|
|||
Randel Richner
|
||||
/s/ Wayne B. Weisman
|
Director
|
|||
Wayne B. Weisman
|
||||
REWALK ROBOTICS INC.
|
Authorized Representative in the United States
|
|||
By:
|
/s/ Larry Jasinski
|
|||
Name:
|
Larry Jasinski
|
|||
Title:
|
Chief Executive Officer
|
![]() |
TEL AVIV
|
ZURICH
|
WWW.GOLDFARB.COM
|
Ampa Tower, 98 Yigal Alon St.
|
14 Mittelstrasse
|
|
|
Tel Aviv 6789141, Israel
|
Zurich 8008, Switzerland
|
|
|
Tel +972 (3)
608-9999
|
Tel +41 (44)
818 08 00
|
|
|
Fax +972 (3)
608-9909
|
Fax +41 (44)
818 08 01
|
|
|
INFO@GOLDFARB.COM
|
ZURICH@GOLDFARB.COM
|
|
|
March 30, 2022
|
a. |
ordinary shares, par value NIS 0.25 per share, of the Company (the “Ordinary
Shares”);
|
b. |
debt securities (the “Debt Securities”); and
|
c. |
warrants to purchase Ordinary Shares or Debt Securities (the “Warrants”
and, together with the Ordinary Shares and the Debt Securities, the “Securities”).
|
![]() |
1.
|
With respect to the Ordinary Shares, assuming the taking of all necessary corporate action to authorize and
approve the issuance of any Ordinary Shares, the terms of the offering thereof and related matters, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement to
be approved by the board of directors and otherwise in accordance with the provisions of the Warrants pursuant to which such Ordinary Shares will be issued, if applicable, such Ordinary Shares will be legally issued, fully paid and
non-assessable.
|
2.
|
With respect to the Warrants, assuming the (a) taking of all necessary corporate action to authorize and
approve the issuance of the Warrants and the underlying Ordinary Shares, the terms of the offering thereof and related matters and (b) due execution, authentication, issuance and delivery of such Warrants, upon payment of the
consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement to be approved by the board of directors and otherwise in accordance with the provisions of the applicable Warrant
Agreement, if any, such Warrants will be legally issued.
|
3.
|
With respect to the Debt Securities, assuming the (a) taking of all necessary corporate action to authorize
and approve the issuance and the terms of any Debt Securities and the related Indenture, the terms of the offering thereof and related matters, and (b) due execution, authentication, issuance and delivery of such Debt Securities and
the related Indenture and any supplemental indenture thereto, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement to be approved by the board of directors,
and otherwise in accordance with the provisions of the applicable Indenture and any supplemental indenture thereto, such Debt Securities will be validly issued and will be binding obligations of the Company.
|
|
Very truly yours,
/s/ Goldfarb Seligman & Co.
Goldfarb Seligman & Co.
|
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square, Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
troutman.com
|
![]() |
1.
|
the issuance, sale, amount, and terms of each of the Registered Securities to be offered from time to time by the Company will be duly authorized and established by proper action of the board of directors of the
Company or an authorized committee thereof, and in accordance with the Fourth Amended and Restated Articles of Association of the Company, as amended from time to time (the “Articles”) and applicable
law, and that, at the time of each such issuance and sale of such Registered Securities, the Company will continue to be validly existing and in good standing under the laws of the State of Israel, with the requisite corporate power and
authority to issue and sell all such Registered Securities at such time;
|
|
2.
|
any Ordinary Shares issued by the Company pursuant to the Registration Statement, the Prospectus, and the related Prospectus Supplement, from time to time will not exceed the maximum authorized number of Ordinary
Shares the Articles of the Company, as the same may have been amended, minus that number of Ordinary Shares that may have been issued and are outstanding, or are reserved for issuance for other purposes, at such time;
|
|
3.
|
any Warrants issued by the Company pursuant to the Registration Statement, the Prospectus, and the related Prospectus Supplement, from time to time, will be issued under one or more valid, binding, and
enforceable warrant agreements (each a “Warrant Agreement”);
|
|
4.
|
any Debt Securities (including any Debt Securities included in, or issued upon exercise of, as applicable, Warrants) issued by the Company pursuant to the Registration Statement, the Prospectus, and the related
Prospectus Supplement, from time to time, will be issued under and in conformity with, a valid, binding, and enforceable Indenture, which shall be delivered by the Trustee, and the Trustee will have all requisite power and authority to effect
the transactions contemplated by such Indenture, and the Trustee or an authenticating agent for the trustee will duly authenticate the Debt Securities pursuant to the applicable Indenture, and the applicable Indenture will be the valid and
binding obligation of the Trustee and will be enforceable against the Trustee in accordance with its terms. We express no opinion herein as to the application of or compliance with any foreign, federal, or state law or regulation to the
power, authority, or competence of any party, other than the Company, to the applicable Indenture; and
|
|
5.
|
all requisite third-party consents necessary to register and/or issue the Registered Securities have been obtained by the Company.
|
1.
|
Following effectiveness of the Registration Statement, the Warrants registered under the Registration Statement, when duly authorized, executed, and delivered against the payment specified therefor and pursuant
to a Warrant Agreement or agreements duly authorized, executed, and delivered by the Company and the holder of the Warrants, will be legally issued binding obligations of the Company enforceable against the Company in accordance with their
respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).
|
|
2.
|
Following effectiveness of the Registration Statement, the Debt Securities registered under the Registration Statement, when duly authorized, executed, and delivered against the payment specified therefor and
pursuant to an Indenture duly authorized, executed, and delivered by the Company and the Trustee, will be legally issued binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).
|
Very truly yours,
|
/s/ Troutman Pepper Hamilton Sanders LLP
|
TROUTMAN PEPPER HAMILTON SANDERS LLP
|
Kost Forer Gabbay & Kasierer
Menachem Begin 144,
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-2-5622555
ey.com
|
/s/ Kost, Forer, Gabbay & Kasierer
|
|
KOST, FORER, GABBAY & KASIERER
|
|
A Member of Ernst & Young Global
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Share
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
|
Newly Registered Securities
|
||||||||
Fees to be paid
|
Equity
|
Ordinary Shares
|
457(o)
|
(1)
|
(2)
|
(2)
|
0
|
|
Other
|
Warrants
|
457(o)
|
(1)
|
(2)
|
(2)
|
0
|
||
Debt
|
Debt Securities(3)
|
457(o)
|
(1)
|
(2)
|
(2)
|
0
|
||
Total
|
Unallocated (Universal Shelf)
|
457(o)
|
(1)
|
(2)
|
$100,000,000(4)
|
0.0000927
|
$9,270.00(4)
|
|
Fees previously paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Total Offering Amounts
|
$100,000,000
|
$9,270.00
|
||||||
Total Fees Previously Paid
|
—
|
|||||||
Total Fee Offsets
|
—
|
|||||||
Net Fees Due
|
$9,270.00
|
(1)
|
An unspecified aggregate initial offering price of each identified class (as may from time to time be offered at unspecified
prices) is being registered. The securities registered also include such unspecified amounts and numbers of ordinary shares, warrants and debt securities as may be issued upon exercise of, conversion of or exchange for warrants or debt
securities that provide for exercise, conversion or exchange. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units.
|
(2)
|
Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to Form S-3 under
the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities
registered hereunder.
|
(3)
|
With respect to debt securities, excluding accrued interest and accrued amortization of discount, if any, to the date of
delivery. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be equal to any such greater principal amount due at maturity, such aggregate principal amount not to exceed
$100,000,000 less the value of Securities previously issued hereunder.
|
(4)
|
Calculated pursuant to Rule 457(o) under the Securities Act.
|