Issues in Implementing a PIPE
{"Image DocumentName": "Issues in Implementing a PIPE", "Image ImageDescription": "Shareholder approval is required for listed companies (NASDAQ, AMEX and NYSE) prior to the issuance of the PIPE securities if the amount of common stock issued (or the amount issuable as a result of the conversion) exceeds 20% of the issuers outstanding stock (not fully diluted), unless the stock is issued at a price that equals or exceeds the market value of the stock. Recently the SEC has been issuing on a selective basis comments to issuers during the resale registration process challenging the ability of the issuer to rely on Rule 415 for the proposed resale of the PIPE securities. In essence the SEC is questioning whether the proposed resale registration statement is not a secondary offering but actually a primary offering. Further, the SEC has requested that the PIPE investor(s) be named an underwriter and that a fixed offering price and a set offering period be set in the registration statement. (Discussed in more detail below)", "Image XResolution": "37", "Image YResolution": "37", "Image ResolutionUnit": "Pixels/Centimeter", "Image Software": "SlidePlayer", "Image YCbCrPositioning": "Centered"}