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Re: A deleted message

Friday, 08/24/2018 7:45:15 AM

Friday, August 24, 2018 7:45:15 AM

Post# of 108195

the old shelf should've been valid until Feb 2019 (two years from the effectiveness date)


Dew,
The SEC says the shelf registration is valid for 3 years, not two. The old and new F-3s do not explicitly state their expiration dates, however, there are some exceptions when the F-3 must be renewed but they seem not relevant to the company.
https://www.sec.gov/divisions/corpfin/guidance/415a5guidance6.htm

What I found is this (see Page 7):
http://media.mofo.com/files/uploads/Images/FAQShelfOfferings.pdf
It looks like the renewal has something to do with ADXS market cap falling below $75M threshold.

What are the eligibility requirements for secondaryonly
shelf registration statements?
If the issuer’s public float is below $75 million, the
issuer still may use Form S-3 or Form F-3 to register
secondary offerings if it meets the other eligibility
requirements of the Form. Secondary offerings are not
subject to the one-third cap. (See “What is ‘primarily
eligible’?” for an explanation of the one-third cap.)
However, in some instances, registration of a secondary
offering may involve a significantly large percentage of
the issuer’s outstanding capital stock, causing the SEC
to deem the offering a “disguised primary offering.”
See “What is a ‘disguised primary offering’?”



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