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--- |
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base_model: philschmid/bge-base-financial-matryoshka |
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datasets: [] |
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language: |
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- en |
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library_name: sentence-transformers |
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metrics: |
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- cosine_accuracy |
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- dot_accuracy |
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- manhattan_accuracy |
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- euclidean_accuracy |
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- max_accuracy |
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pipeline_tag: sentence-similarity |
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tags: |
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- sentence-transformers |
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- sentence-similarity |
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- feature-extraction |
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- generated_from_trainer |
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- dataset_size:800 |
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- loss:MatryoshkaLoss |
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- loss:ContrastiveLoss |
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widget: |
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- source_sentence: 'Information regarding ATM filings, also known as at the market |
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offerings, also known as equity distribution agreements, also known as (at-the-market) |
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offerings, also known as continuous offerings, also known as equity distribution |
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programs, also known as direct stock offerings. ' |
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sentences: |
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- 'UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM |
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8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange |
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Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 |
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( August 16, 2024 ) SinglePoint Inc. |
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(Exact name of registrant as specified in |
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its charter) Nevada 000-53425 26-1240905 (State or other jurisdiction of |
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Incorporation) (Commission File Number) (IRS Employer Identification No.) |
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3104 |
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E Camelback Rd #2137 Phoenix , AZ 85016 (Address of principal executive |
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offices) (Zip Code) Registrant’s telephone number, including area code: ( 888 |
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) 682-7464 Not Applicable (Former name or former address, if changed since |
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last report.)Check the appropriate box below if the Form 8 K filing is |
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intended to simultaneously satisfy the filing obligation of the registrant |
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under any of the following provisions ( see General Instruction A.2. |
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below): ☐ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR |
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230.425)☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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(17 CFR 240.14a-12)☐ Pre commencement communications pursuant to Rule |
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14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐ Pre commencement |
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communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR |
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240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class Trading Symbol(s) Name of each exchange on which |
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registered common stock, par value $0.0001 per share SING Cboe BZX Exchange, |
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Inc. Indicate by check mark whether the registrant is an emerging growth |
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company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this |
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chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of |
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this chapter).Emerging growth company ☐ If an emerging growth company, |
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indicate by check mark if the registrant has elected not to use the extended |
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transition period for complying with any new or revised financial accounting |
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standards provided pursuant to Section 13(a) of the Exchange Act.' |
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- 'Between April 1, 2024, and June 30, 2024, 39,167 restricted stock |
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units of the Company issued under the 2022 Plan were canceled by the Board of |
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Directors.On April 2, 2024, the Company issued 5,000 shares of restricted |
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common stock to its officer under the 2022 Plan.On April 23, 2024, the |
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Company issued 159,167 shares of restricted common stock to its officers and |
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directors under the 2022 Plan in exchange for cancellation of all stock |
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options and restricted stock units held by officers and directors of the |
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Company.On April 30, 2024, 3,750 restricted stock units held by consultant |
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were converted into 3,750 shares of common stock of the Company in connection |
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with the services provided by the consultant.On June 4, 2024, MGO issued a |
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total of 182,868 shares of the Company’s restricted common stock to directors |
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and officers of the Company pursuant to the 2022 Plan.The stock options, |
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restricted stock units, and the common stock issued or issuable upon the |
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exercise of such options and restricted stock units as described in this |
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section were issued pursuant to written compensatory plans or arrangements |
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with our employees, consultants, officers and directors, in reliance on the |
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exemption from the registration requirements of the Securities Act provided by |
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Rule 701 promulgated under the Securities Act or the exemption set forth in |
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Section 4(a)(2) under the Securities Act and Regulation D promulgated |
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thereunder relative to transactions by an issuer not involving any public |
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offering. |
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All recipients either received adequate information about us or had |
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access, through employment or other relationships, to such information.ITEM |
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3.' |
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- 'On August 17, 2022, a |
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registration statement (the “First Registration Statement”) was declared |
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effective to cover the resale of up to 633,333 shares of the Company’s common |
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stock comprised of (i) the 32,846 initial commitment shares, and (ii) up to |
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600,486 that the Company has reserved for issuance and sale to Lincoln Park |
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under the 2022 Purchase Agreement from time to time from and after the date of |
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the prospectus. |
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The Company sold approximately 527,166 shares under the First |
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Registration Statement.On August 18, 2023, a second registration statement |
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(the “Second Registration Statement”) was declared effective to cover the |
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resale of up to an additional 1,500,000 shares of the Company’s common stock |
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that the Company reserved for issuance and sale to Lincoln Park under the 2022 |
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Purchase Agreement from time to time. |
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The Company sold 150,000 shares under |
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the Second Registration Statement. |
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The Company cannot sell more shares than |
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registered under the Second Registration Statement under the 2022 Purchase |
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Agreement without registering additional shares.' |
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- source_sentence: 'Information regarding ATM filings, also known as at the market |
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offerings, also known as equity distribution agreements, also known as (at-the-market) |
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offerings, also known as continuous offerings, also known as equity distribution |
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programs, also known as direct stock offerings. ' |
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sentences: |
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- 'Although the |
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Company has filed the Prospectus Supplement with the Securities and Exchange |
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Commission, the Company has no obligation to sell any Shares under the Equity |
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Distribution Agreements, and may at any time suspend the offering of Shares |
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under the Equity Distribution Agreements. |
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Actual sales will depend on a |
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variety of factors to be determined by the Company from time to time, |
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including, among others, market conditions, the trading price of the Shares |
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and determinations by the Company of its need for, and the appropriate sources |
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of, additional capital.The Equity Distribution Agreements contain customary |
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representations, warranties and agreements of the Company, conditions to |
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closing, indemnification rights and obligations of the parties and termination |
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provisions.The foregoing description is only a summary of the material |
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provisions of the Equity Distribution Agreements and does not purport to be |
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complete and is qualified in its entirety by reference to the full text of the |
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Form of Equity Distribution Agreements, filed as Exhibit 10.1 to this Current |
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Report on Form 8-K and incorporated by reference herein.A copy of the opinion |
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of Miles & Stockbridge P.C. relating to the legality of the issuance and sale |
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of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.1 |
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This Current Report on Form 8-K shall not constitute an offer to sell or a |
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solicitation of an offer to buy any securities, nor shall there be any sale of |
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these securities in any state or jurisdiction in which such an offer, |
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solicitation or sale would be unlawful prior to registration or qualification |
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under the securities laws of any such state or other jurisdiction.' |
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- 'During the six months ended June 30, 2023, we also received net |
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proceeds of $103 from the sale of shares of our common stock through the Maxim |
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Sales Agreement.Recent Accounting Pronouncements See Note 2, "Accounting |
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Policies," to our condensed consolidated financial statements included in this |
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Quarterly Report on Form 10-Q for a full description of recent accounting |
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pronouncements.ITEM 3. |
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET |
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RISK. |
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Not applicable.ITEM 4. |
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CONTROLS AND PROCEDURES. |
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Evaluation of |
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Disclosure Controls and Procedures Our management (with the participation of |
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our Principal Executive Officer and Principal Accounting Officer) evaluated |
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the effectiveness of our disclosure controls and procedures (as defined in |
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Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2024. |
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Disclosure controls and procedures are designed to ensure that information |
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required to be disclosed by the Company in the reports it files or submits |
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under the Exchange Act is recorded, processed, summarized and reported on a |
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timely basis and that such information is accumulated and communicated to |
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management, including the Principal Executive Officer and the Principal |
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Accounting Officer, as appropriate, to allow timely decisions regarding |
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disclosure. |
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Based on this evaluation, our Principal Executive Officer and |
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Principal Accounting Officer concluded that these disclosure controls and |
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procedures are effective.Changes in Internal Control over Financial Reporting |
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There have been no changes in our internal control over financial reporting |
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(as defined in Rules 13a-15(f) under the Exchange Act) during the quarter |
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ended June 30, 2024, that have materially affected, or are reasonably likely |
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to materially affect, our internal control over financial reporting.' |
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- 'The Company maintained US Treasury bills with maturities of less than |
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three months and expects zero credit losses from these securities. |
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As a |
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result, the Company did not record an allowance for expected credit losses.Field: |
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Sequence; Type: Arabic; Name: PageNo 12 Field: /Sequence 5. |
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EQUITY |
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TRANSACTIONS IN THE THREE MONTHS ENDED JUNE 30, 2024 2022 At The Market |
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Offering Agreement with H.C. Wainwright & Co., LLC On March 24, 2022, we |
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entered into an At The Market Offering Agreement, or the 2022 ATM Agreement, |
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with H.C. Wainwright & Co., LLC, or Wainwright, which established an at-the- |
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market equity program pursuant to which we may offer and sell shares of our |
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common stock from time to time, as set forth in the 2022 ATM Agreement. |
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The |
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offering was registered under the Securities Act of 1933, as amended, or the |
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Securities Act, pursuant to our shelf registration statement on Form S-3 |
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(Registration Statement No. 333-259909), as previously filed with the SEC and |
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declared effective on October 21, 2021.We filed a prospectus supplement, |
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dated March 24, 2022, with the SEC that provides for the sale of shares of our |
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common stock having an aggregate offering price of up to $ 15,000,000 , or the |
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2022 ATM Shares.Under the 2022 ATM Agreement, Wainwright may sell the 2022 |
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ATM Shares by any method permitted by law and deemed to be an “at the market |
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offering” as defined in Rule 415 promulgated under the Securities Act, |
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including sales made directly on the Nasdaq Capital Market, or on any other |
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existing trading market for the 2022 ATM Shares. |
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In addition, under the 2022 |
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ATM Agreement, Wainwright may sell the 2022 ATM Shares in privately negotiated |
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transactions with our consent and in block transactions. |
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Under certain |
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circumstances, we may instruct Wainwright not to sell the 2022 ATM Shares if |
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the sales cannot be effected at or above the price designated by us from time |
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to time. |
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We are not obligated to make any sales of the 2022 ATM Shares under |
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the 2022 ATM Agreement.' |
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- source_sentence: 'Information regarding ATM filings, also known as at the market |
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offerings, also known as equity distribution agreements, also known as (at-the-market) |
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offerings, also known as continuous offerings, also known as equity distribution |
|
programs, also known as direct stock offerings. ' |
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sentences: |
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- 'We have |
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entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc., or |
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the Sales Agent, under which we may offer and sell up to $60,000,000 of our |
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shares of common stock from time to time through our Sales Agent. |
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Sales of our |
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shares of common stock, if any, under this prospectus will be made by any |
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method that is deemed to be an “at-the-market offering” as defined in Rule |
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415(a)(4) under the Securities Act or, if expressly authorized by us, in |
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privately negotiated transactions.Each time we wish to issue and sell our |
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shares of common stock under the Equity Distribution Agreement, we will notify |
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our Sales Agent of the maximum number of shares to be issued, the dates on |
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which such sales may be made, any limitation on the number of shares to be |
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sold in any one day and any minimum price below which sales may not be made. |
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Once we have instructed our Sales Agent, unless our Sales Agent declines to |
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accept the terms of such notice, our Sales Agent has agreed to use its |
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commercially reasonable efforts consistent with its normal trading and sales |
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practices to sell such shares up to the amount specified on such terms.The |
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obligations of our Sales Agent under the Equity Distribution Agreement to sell |
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our shares of common stock are subject to a number of conditions that we must |
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meet. |
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The settlement of sales of shares of common stock between us and our |
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Sales Agent is generally anticipated to occur on the first trading day (unless |
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we and our Sales Agent have agreed in writing on another date) following the |
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date on which the sale was made.Sales of our shares of common stock as |
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contemplated in this prospectus will be settled through the facilities of The |
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Depository Trust Company or by such other means as we and our Sales Agent may |
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agree upon. |
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There is no arrangement for funds to be received in an escrow, |
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trust or similar arrangement.' |
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- 'Emerging |
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Growth Company Status We are an emerging growth company as that term is used |
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in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected |
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to comply with certain reduced public company reporting requirements. |
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Section |
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107 of the JOBS Act provides that an emerging growth company can take |
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advantage of the extended transition period provided in Section 7(a)(2)(B) of |
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the Securities Act for complying with new or revised accounting standards. |
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In |
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other words, an emerging growth company can delay the adoption of certain |
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accounting standards until those standards would otherwise apply to private |
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companies. |
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We have elected to take advantage of the benefits of this extended |
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transition period. |
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Our financial statements may, therefore, not be comparable |
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to those of companies that comply with such new or revised accounting |
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standards.Off-Balance Sheet Arrangements We did not have during the periods |
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presented, and we do not currently have, any off-balance sheet arrangements, |
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as defined in the rules and regulations of the Securities and Exchange |
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Commission.ITEM 3. |
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are a smaller reporting |
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company as defined by Rule 12b-2 of the Securities |
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and Exchange Act of 1934, as amended (the “Exchange Act”) and are not required |
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to provide the information required under this item.ITEM 4. |
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CONTROLS AND |
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PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain |
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“disclosure controls and procedures” as defined in Rules 13a-15(e) and |
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15d-15(e) under the Securities Exchange Act of 1934, as amended, or the |
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Exchange Act, that are designed to ensure that information required to be |
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disclosed in the reports we file and submit under the Exchange Act is |
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recorded, processed, summarized and reported within the time periods specified |
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in the SEC’s rules and forms.' |
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- 'UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM |
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8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange |
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Act of 1934 Date of Report (Date of Earliest Event Reported): August 19, 2024 |
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Federal Home Loan Bank of Pittsburgh (Exact name of registrant as specified in |
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its charter)Federally Chartered Corporation 000-51395 25-6001324 (State or |
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other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) |
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Identification No.) 601 Grant Street , Pittsburgh , Pennsylvania 15219 |
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(Address of principal executive offices) (Zip Code) Registrant’s telephone |
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number, including area code: 412 - 288-3400 Not Applicable Former name or |
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former address, if changed since last report Check the appropriate box below |
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if the Form 8-K filing is intended to simultaneously satisfy the filing |
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obligation of the registrant under any of the following provisions:☐ Written |
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|
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR |
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240.14a-12)☐ Pre-commencement communications pursuant to Rule 14d-2(b) under |
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the Exchange Act (17 CFR 240.14d-2(b))☐ Pre-commencement communications |
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pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Securities |
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registered pursuant to Section 12(b) of the Act: Title of each |
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class Trading Symbol(s) Name of each exchange on which registered — — — |
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Indicate by check mark whether the registrant is an emerging growth company as |
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defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) |
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or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this |
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chapter).Emerging growth company ☐ If an emerging growth company, indicate by |
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check mark if the registrant has elected not to use the extended transition |
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period for complying with any new or revised financial accounting standards |
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|
provided pursuant to Section 13(a) of the Exchange Act.' |
|
- source_sentence: 'Information regarding ATM filings, also known as at the market |
|
offerings, also known as equity distribution agreements, also known as (at-the-market) |
|
offerings, also known as continuous offerings, also known as equity distribution |
|
programs, also known as direct stock offerings. ' |
|
sentences: |
|
- 'The information |
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|
contained herein is intended to be reviewed in its totality, and any |
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stipulations, conditions or provisos that apply to a given piece of |
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information in one part of this report should be read as applying mutatis |
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mutandis to every other instance of such information appearing herein.Item |
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9.01 Financial Statements and Exhibits. |
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(d) Exhibits EXHIBIT INDEX Exhibit No. |
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Description 7.1 (sing_ex71.htm) Letter from Turner. |
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Stone & Company, L.L.P. |
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(sing_ex71.htm) 104 Cover Page Interactive Data File (embedded within the |
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Inline XBRL document.)2 SIGNATURES Pursuant to the requirements of the Stock |
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Exchange Act of 1934, the registrant has duly caused this report to be signed |
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on its behalf by the undersigned hereunto duly authorized.SinglePoint Inc. |
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Dated: August 21, 2024 By: /s/ William Ralston Name: William Ralston Title: |
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Chief Executive Officer 3' |
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- 'Open Market |
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Sale Agreement. |
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On February 4, 2022, we entered into an Open Market Sale |
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Agreement with Jefferies LLC, as agent, pursuant to which we may offer and |
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sell, from time to time, through Jefferies, shares of our common stock having |
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an aggregate offering price of up to $50,000,000. |
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On October 12, 2022, |
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pursuant to this agreement, the Company sold 500,000 shares of common stock in |
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a single transaction at a price of $10.35 per share generating gross proceeds |
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of $5.2 million ($4.8 million net of commissions and offering expenses) On |
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December 1, 2023, pursuant to this agreement, the Company sold 1,034,500 |
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shares of common stock in a single transaction at a price of $14.50 per share, |
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generating gross proceeds of $15 million ($14.4 million net of commissions and |
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offering expenses).In April 2024 and May 2024, pursuant to the Open Market |
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|
Sale Agreement with Jefferies LLC, as agent, the Company sold 285,714 and |
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149,700 shares of common stock, respectively, at an average selling price of $ |
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17.55 per share, generating gross proceeds of $7.6 million before deducting |
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commissions and other offering expenses of $0.3 million. |
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At June 30, 2024, |
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$22.2 million of common stock remains available for sale under the Jefferies |
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agreement.' |
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- 'On April 18, 2024, the Company |
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|
entered into a securities purchase agreement with certain institutional and |
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accredited investors pursuant to which the Company agreed to sell, in a |
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|
registered direct offering, an aggregate of 375,000 shares of its common stock |
|
|
|
for gross proceeds of approximately $ 1.2 million under the base prospectus |
|
|
|
contained in the 2022 Shelf Registration Statement and a related prospectus |
|
|
|
supplement filed with the SEC on April 19, 2024 (the “April 2024 Registered |
|
|
|
Direct Offering”). |
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|
|
In a concurrent private placement, the Company also agreed |
|
|
|
pursuant to the securities purchase agreement to issue to such investors |
|
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|
warrants to purchase up to 375,000 shares of its common stock at an exercise |
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|
price of $ 3.10 per share (the “April 2024 Private Placement”). |
|
|
|
|
|
The April 2024 |
|
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|
Registered Direct Offering and the April 2024 Private Placement closed on |
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|
April 19, 2024. |
|
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|
The net proceeds from the offerings, after deducting the |
|
|
|
placement agent’s fees and expenses and the Company’s offering expenses, and |
|
|
|
excluding the proceeds, if any, from the exercise of the warrants issued in |
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|
the offerings, were approximately $ 0.9 million.On April 19, 2024, the |
|
|
|
Company determined to increase the number of shares available for sale under |
|
|
|
the At The Market Offering Agreement, up to an additional aggregate offering |
|
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|
price of approximately $ 1.1 million, which shares are being offered and sold |
|
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|
pursuant to the 2022 Shelf Registration Statement and a prospectus supplement |
|
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|
and accompanying prospectus filed with the SEC on April 19, 2024 (the |
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|
“Subsequent ATM Prospectus Supplement”).As of June 30, 2024, the Company has |
|
|
|
offered and sold 334,929 shares of common stock under the Subsequent ATM |
|
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Prospectus Supplement for gross proceeds of approximately $ 1.1 million. |
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|
The |
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|
|
net proceeds from such offering, after deducting commissions and the Company’s |
|
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|
offering expenses, were approximately $ 1.0 million.' |
|
- source_sentence: 'Information regarding ATM filings, also known as at the market |
|
offerings, also known as equity distribution agreements, also known as (at-the-market) |
|
offerings, also known as continuous offerings, also known as equity distribution |
|
programs, also known as direct stock offerings. ' |
|
sentences: |
|
- 'Note 9 – Employee Benefit Plans The Company maintains defined |
|
|
|
contribution benefit plans under Section 401(k) of the Internal Revenue Code |
|
|
|
covering substantially all qualified employees of the Company (the “401(k) |
|
|
|
Plan”). |
|
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|
|
|
Under the 401(k) Plan, the Company may make discretionary |
|
|
|
contributions of up to 100 % of employee contributions. |
|
|
|
|
|
For the six months |
|
|
|
ended June 30, 2024 and 2023, the Company made contributions to the 401(k) |
|
|
|
Plan of $ 109,000 and $ 95,000 , respectively.Note 10 – Liquidity The Company |
|
|
|
follows “ Presentation of Financial Statements—Going Concern (Subtopic |
|
|
|
205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as |
|
|
|
a Going Concern ”. |
|
|
|
|
|
The Company’s financial statements have been prepared |
|
|
|
assuming that it will continue as a going concern, which contemplates |
|
|
|
continuity of operations, realization of assets, and liquidation of |
|
|
|
liabilities in the normal course of business. |
|
|
|
|
|
As reflected in the financial |
|
|
|
statements, the Company has historically incurred a net loss and has an |
|
|
|
accumulated deficit of approximately $ 133,148,000 at June 30, 2024, and net |
|
|
|
cash used in operating activities of approximately $ 1,693,000 for the |
|
|
|
reporting period then ended. |
|
|
|
|
|
The Company is implementing its business plan and |
|
|
|
generating revenue; however, the Company’s cash position and liquid crypto |
|
|
|
assets are sufficient to support its daily operations over the next twelve |
|
|
|
months.Our Form S-3 expired on August 14, 2024. |
|
|
|
|
|
The Company filed a new Form |
|
|
|
S-3 on February 14, 2024. |
|
|
|
|
|
As a result of SEC comments, the new Form S-3 has |
|
|
|
not yet gone effective and therefore we may not sell shares under the ATM |
|
|
|
Agreement.Note 11 – Subsequent Events The Company evaluates events that have |
|
|
|
occurred after the balance sheet date but before the financial statements are |
|
|
|
issued. |
|
|
|
|
|
Based upon the evaluation, the Company did not identify any recognized |
|
|
|
or non-recognized subsequent events that would have required adjustment or |
|
|
|
disclosure in the financial statements other than disclosed.' |
|
- 'In |
|
|
|
connection with his appointment, Mr. Tran entered into the Company’s standard |
|
|
|
form of indemnification agreement for its directors, which requires the |
|
|
|
Company to, among other things, indemnify its directors against liabilities |
|
|
|
that may arise by reason of their status or service. |
|
|
|
|
|
The agreement also |
|
|
|
requires the Company to advance all expenses incurred by directors in |
|
|
|
investigating or defending any action, suit or proceeding. |
|
|
|
|
|
The foregoing |
|
|
|
description is qualified in its entirety by the full text of the form of |
|
|
|
indemnification agreement, which was filed as Exhibit 10.2 to the Company’s |
|
|
|
Current Report on Form 8-K (No. 001-39252) filed on January 12, 2021, and is |
|
|
|
incorporated by reference herein.There are no arrangements or understandings |
|
|
|
between Mr. Tran and any other persons pursuant to which he was selected as a |
|
|
|
director. |
|
|
|
|
|
Mr. Tran has no family relationships with any of the Company’s |
|
|
|
directors or executive officers, and he has no direct or indirect material |
|
|
|
interest in any transaction required to be disclosed pursuant to Item 404(a) |
|
|
|
of Regulation S-K. Item 9.01. |
|
|
|
|
|
Financial Statements and Exhibits. |
|
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|
|
|
(d) List of |
|
|
|
Exhibits Exhibit No. |
|
|
|
|
|
Description 99.1 Press release dated A |
|
|
|
(exhibit991-directorappoint.htm) ugust (exhibit991-directorappoint.htm) 22 |
|
|
|
(exhibit991-directorappoint.htm) , 2024 (exhibit991-directorappoint.htm) 104 |
|
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, |
|
|
|
the registrant has duly caused this report to be signed on its behalf by the |
|
|
|
undersigned thereunto duly authorized.Clover Health Investments, Corp. |
|
|
|
|
|
Date: |
|
|
|
August 22, 2024 By: /s/ Karen M. Soares Name: Karen M. Soares Title: General |
|
|
|
Counsel and Corporate Secretary' |
|
- '☐ Item 1.01 Entry into a Material Definitive Agreement. |
|
|
|
|
|
On |
|
|
|
August 21, 2024, Lexaria Bioscience Corp. (the “Company”) entered into a |
|
|
|
Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading |
|
|
|
Institutional Services LLC (the “Agent”), pursuant to which the Company may |
|
|
|
issue and sell, from time to time, up to $20,000,000 in aggregate principal |
|
|
|
amount of shares (the “Shares”) of the Company’s common stock, par value |
|
|
|
$0.001 per share, through or to the Agent, as the Company’s sales agent or |
|
|
|
principal. |
|
|
|
|
|
Any Shares to be offered and sold under the Sales Agreement will be |
|
|
|
issued and sold by methods deemed to be an “at-the-market offering” as defined |
|
|
|
in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended |
|
|
|
(the “Act”), or in negotiated transactions, if authorized by the Company. |
|
|
|
|
|
Subject to the terms of the Sales Agreement, the Agent will use reasonable |
|
|
|
efforts to sell the Shares from time to time, based upon the Company’s |
|
|
|
instructions (including any price, time, or size limits or other customary |
|
|
|
parameters or conditions the Company may impose). |
|
|
|
|
|
The Company cannot provide |
|
|
|
any assurances that it will issue any Shares pursuant to the Sales Agreement.The |
|
Company will pay the Agent a commission of 3.0% of the gross sales price |
|
|
|
of the Shares sold pursuant to the Sales Agreement, if any. |
|
|
|
|
|
The Company has |
|
|
|
agreed to reimburse the Agent for certain specified expenses as provided in |
|
|
|
the Sales Agreement and has also agreed to provide the Agent with customary |
|
|
|
indemnification and contribution rights in respect of certain liabilities, |
|
|
|
including liabilities under the Act. |
|
|
|
|
|
The Sales Agreement also contains |
|
|
|
customary representations, warranties and covenants.The offering of the |
|
|
|
Shares will terminate upon the earliest of (a) the issuance and sale of all of |
|
|
|
the Shares by the Agent on the terms and subject to the conditions set forth |
|
|
|
in the Sales Agreement or (b) the termination of the Sales Agreement by either |
|
|
|
of the parties thereto.' |
|
model-index: |
|
- name: BGEFM-ATM-Orig-v2 |
|
results: |
|
- task: |
|
type: triplet |
|
name: Triplet |
|
dataset: |
|
name: dim 768 |
|
type: dim_768 |
|
metrics: |
|
- type: cosine_accuracy |
|
value: 0.745 |
|
name: Cosine Accuracy |
|
- type: dot_accuracy |
|
value: 0.255 |
|
name: Dot Accuracy |
|
- type: manhattan_accuracy |
|
value: 0.745 |
|
name: Manhattan Accuracy |
|
- type: euclidean_accuracy |
|
value: 0.745 |
|
name: Euclidean Accuracy |
|
- type: max_accuracy |
|
value: 0.745 |
|
name: Max Accuracy |
|
- task: |
|
type: triplet |
|
name: Triplet |
|
dataset: |
|
name: dim 512 |
|
type: dim_512 |
|
metrics: |
|
- type: cosine_accuracy |
|
value: 0.735 |
|
name: Cosine Accuracy |
|
- type: dot_accuracy |
|
value: 0.28 |
|
name: Dot Accuracy |
|
- type: manhattan_accuracy |
|
value: 0.735 |
|
name: Manhattan Accuracy |
|
- type: euclidean_accuracy |
|
value: 0.74 |
|
name: Euclidean Accuracy |
|
- type: max_accuracy |
|
value: 0.74 |
|
name: Max Accuracy |
|
- task: |
|
type: triplet |
|
name: Triplet |
|
dataset: |
|
name: dim 256 |
|
type: dim_256 |
|
metrics: |
|
- type: cosine_accuracy |
|
value: 0.74 |
|
name: Cosine Accuracy |
|
- type: dot_accuracy |
|
value: 0.255 |
|
name: Dot Accuracy |
|
- type: manhattan_accuracy |
|
value: 0.76 |
|
name: Manhattan Accuracy |
|
- type: euclidean_accuracy |
|
value: 0.74 |
|
name: Euclidean Accuracy |
|
- type: max_accuracy |
|
value: 0.76 |
|
name: Max Accuracy |
|
- task: |
|
type: triplet |
|
name: Triplet |
|
dataset: |
|
name: dim 128 |
|
type: dim_128 |
|
metrics: |
|
- type: cosine_accuracy |
|
value: 0.75 |
|
name: Cosine Accuracy |
|
- type: dot_accuracy |
|
value: 0.255 |
|
name: Dot Accuracy |
|
- type: manhattan_accuracy |
|
value: 0.765 |
|
name: Manhattan Accuracy |
|
- type: euclidean_accuracy |
|
value: 0.765 |
|
name: Euclidean Accuracy |
|
- type: max_accuracy |
|
value: 0.765 |
|
name: Max Accuracy |
|
- task: |
|
type: triplet |
|
name: Triplet |
|
dataset: |
|
name: dim 64 |
|
type: dim_64 |
|
metrics: |
|
- type: cosine_accuracy |
|
value: 0.74 |
|
name: Cosine Accuracy |
|
- type: dot_accuracy |
|
value: 0.275 |
|
name: Dot Accuracy |
|
- type: manhattan_accuracy |
|
value: 0.755 |
|
name: Manhattan Accuracy |
|
- type: euclidean_accuracy |
|
value: 0.74 |
|
name: Euclidean Accuracy |
|
- type: max_accuracy |
|
value: 0.755 |
|
name: Max Accuracy |
|
--- |
|
|
|
# BGEFM-ATM-Orig-v2 |
|
|
|
This is a [sentence-transformers](https://www.SBERT.net) model finetuned from [philschmid/bge-base-financial-matryoshka](https://huggingface.co/philschmid/bge-base-financial-matryoshka). It maps sentences & paragraphs to a 768-dimensional dense vector space and can be used for semantic textual similarity, semantic search, paraphrase mining, text classification, clustering, and more. |
|
|
|
## Model Details |
|
|
|
### Model Description |
|
- **Model Type:** Sentence Transformer |
|
- **Base model:** [philschmid/bge-base-financial-matryoshka](https://huggingface.co/philschmid/bge-base-financial-matryoshka) <!-- at revision 80d62f8966436f6affa9404e6f095fab4fe46548 --> |
|
- **Maximum Sequence Length:** 512 tokens |
|
- **Output Dimensionality:** 768 tokens |
|
- **Similarity Function:** Cosine Similarity |
|
<!-- - **Training Dataset:** Unknown --> |
|
- **Language:** en |
|
<!-- - **License:** Unknown --> |
|
|
|
### Model Sources |
|
|
|
- **Documentation:** [Sentence Transformers Documentation](https://sbert.net) |
|
- **Repository:** [Sentence Transformers on GitHub](https://github.com/UKPLab/sentence-transformers) |
|
- **Hugging Face:** [Sentence Transformers on Hugging Face](https://huggingface.co/models?library=sentence-transformers) |
|
|
|
### Full Model Architecture |
|
|
|
``` |
|
SentenceTransformer( |
|
(0): Transformer({'max_seq_length': 512, 'do_lower_case': True}) with Transformer model: BertModel |
|
(1): Pooling({'word_embedding_dimension': 768, 'pooling_mode_cls_token': True, 'pooling_mode_mean_tokens': False, 'pooling_mode_max_tokens': False, 'pooling_mode_mean_sqrt_len_tokens': False, 'pooling_mode_weightedmean_tokens': False, 'pooling_mode_lasttoken': False, 'include_prompt': True}) |
|
(2): Normalize() |
|
) |
|
``` |
|
|
|
## Usage |
|
|
|
### Direct Usage (Sentence Transformers) |
|
|
|
First install the Sentence Transformers library: |
|
|
|
```bash |
|
pip install -U sentence-transformers |
|
``` |
|
|
|
Then you can load this model and run inference. |
|
```python |
|
from sentence_transformers import SentenceTransformer |
|
|
|
# Download from the 🤗 Hub |
|
model = SentenceTransformer("jdaviescmg/BGEFM-ATM-Orig-v2") |
|
# Run inference |
|
sentences = [ |
|
'Information regarding ATM filings, also known as at the market offerings, also known as equity distribution agreements, also known as (at-the-market) offerings, also known as continuous offerings, also known as equity distribution programs, also known as direct stock offerings. ', |
|
'☐ Item 1.01 Entry into a Material Definitive Agreement.\n\nOn\nAugust 21, 2024, Lexaria Bioscience Corp. (the “Company”) entered into a\nCapital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading\nInstitutional Services LLC (the “Agent”), pursuant to which the Company may\nissue and sell, from time to time, up to $20,000,000 in aggregate principal\namount of shares (the “Shares”) of the Company’s common stock, par value\n$0.001 per share, through or to the Agent, as the Company’s sales agent or\nprincipal.\n\nAny Shares to be offered and sold under the Sales Agreement will be\nissued and sold by methods deemed to be an “at-the-market offering” as defined\nin Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended\n(the “Act”), or in negotiated transactions, if authorized by the Company.\n\nSubject to the terms of the Sales Agreement, the Agent will use reasonable\nefforts to sell the Shares from time to time, based upon the Company’s\ninstructions (including any price, time, or size limits or other customary\nparameters or conditions the Company may impose).\n\nThe Company cannot provide\nany assurances that it will issue any Shares pursuant to the Sales Agreement.The Company will pay the Agent a commission of 3.0% of the gross sales price\nof the Shares sold pursuant to the Sales Agreement, if any.\n\nThe Company has\nagreed to reimburse the Agent for certain specified expenses as provided in\nthe Sales Agreement and has also agreed to provide the Agent with customary\nindemnification and contribution rights in respect of certain liabilities,\nincluding liabilities under the Act.\n\nThe Sales Agreement also contains\ncustomary representations, warranties and covenants.The offering of the\nShares will terminate upon the earliest of (a) the issuance and sale of all of\nthe Shares by the Agent on the terms and subject to the conditions set forth\nin the Sales Agreement or (b) the termination of the Sales Agreement by either\nof the parties thereto.', |
|
'Note 9 – Employee Benefit Plans The Company maintains defined\ncontribution benefit plans under Section 401(k) of the Internal Revenue Code\ncovering substantially all qualified employees of the Company (the “401(k)\nPlan”).\n\nUnder the 401(k) Plan, the Company may make discretionary\ncontributions of up to 100 % of employee contributions.\n\nFor the six months\nended June 30, 2024 and 2023, the Company made contributions to the 401(k)\nPlan of $ 109,000 and $ 95,000 , respectively.Note 10 – Liquidity The Company\nfollows “ Presentation of Financial Statements—Going Concern (Subtopic\n205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as\na Going Concern ”.\n\nThe Company’s financial statements have been prepared\nassuming that it will continue as a going concern, which contemplates\ncontinuity of operations, realization of assets, and liquidation of\nliabilities in the normal course of business.\n\nAs reflected in the financial\nstatements, the Company has historically incurred a net loss and has an\naccumulated deficit of approximately $ 133,148,000 at June 30, 2024, and net\ncash used in operating activities of approximately $ 1,693,000 for the\nreporting period then ended.\n\nThe Company is implementing its business plan and\ngenerating revenue; however, the Company’s cash position and liquid crypto\nassets are sufficient to support its daily operations over the next twelve\nmonths.Our Form S-3 expired on August 14, 2024.\n\nThe Company filed a new Form\nS-3 on February 14, 2024.\n\nAs a result of SEC comments, the new Form S-3 has\nnot yet gone effective and therefore we may not sell shares under the ATM\nAgreement.Note 11 – Subsequent Events The Company evaluates events that have\noccurred after the balance sheet date but before the financial statements are\nissued.\n\nBased upon the evaluation, the Company did not identify any recognized\nor non-recognized subsequent events that would have required adjustment or\ndisclosure in the financial statements other than disclosed.', |
|
] |
|
embeddings = model.encode(sentences) |
|
print(embeddings.shape) |
|
# [3, 768] |
|
|
|
# Get the similarity scores for the embeddings |
|
similarities = model.similarity(embeddings, embeddings) |
|
print(similarities.shape) |
|
# [3, 3] |
|
``` |
|
|
|
<!-- |
|
### Direct Usage (Transformers) |
|
|
|
<details><summary>Click to see the direct usage in Transformers</summary> |
|
|
|
</details> |
|
--> |
|
|
|
<!-- |
|
### Downstream Usage (Sentence Transformers) |
|
|
|
You can finetune this model on your own dataset. |
|
|
|
<details><summary>Click to expand</summary> |
|
|
|
</details> |
|
--> |
|
|
|
<!-- |
|
### Out-of-Scope Use |
|
|
|
*List how the model may foreseeably be misused and address what users ought not to do with the model.* |
|
--> |
|
|
|
## Evaluation |
|
|
|
### Metrics |
|
|
|
#### Triplet |
|
* Dataset: `dim_768` |
|
* Evaluated with [<code>TripletEvaluator</code>](https://sbert.net/docs/package_reference/sentence_transformer/evaluation.html#sentence_transformers.evaluation.TripletEvaluator) |
|
|
|
| Metric | Value | |
|
|:--------------------|:----------| |
|
| **cosine_accuracy** | **0.745** | |
|
| dot_accuracy | 0.255 | |
|
| manhattan_accuracy | 0.745 | |
|
| euclidean_accuracy | 0.745 | |
|
| max_accuracy | 0.745 | |
|
|
|
#### Triplet |
|
* Dataset: `dim_512` |
|
* Evaluated with [<code>TripletEvaluator</code>](https://sbert.net/docs/package_reference/sentence_transformer/evaluation.html#sentence_transformers.evaluation.TripletEvaluator) |
|
|
|
| Metric | Value | |
|
|:--------------------|:----------| |
|
| **cosine_accuracy** | **0.735** | |
|
| dot_accuracy | 0.28 | |
|
| manhattan_accuracy | 0.735 | |
|
| euclidean_accuracy | 0.74 | |
|
| max_accuracy | 0.74 | |
|
|
|
#### Triplet |
|
* Dataset: `dim_256` |
|
* Evaluated with [<code>TripletEvaluator</code>](https://sbert.net/docs/package_reference/sentence_transformer/evaluation.html#sentence_transformers.evaluation.TripletEvaluator) |
|
|
|
| Metric | Value | |
|
|:--------------------|:---------| |
|
| **cosine_accuracy** | **0.74** | |
|
| dot_accuracy | 0.255 | |
|
| manhattan_accuracy | 0.76 | |
|
| euclidean_accuracy | 0.74 | |
|
| max_accuracy | 0.76 | |
|
|
|
#### Triplet |
|
* Dataset: `dim_128` |
|
* Evaluated with [<code>TripletEvaluator</code>](https://sbert.net/docs/package_reference/sentence_transformer/evaluation.html#sentence_transformers.evaluation.TripletEvaluator) |
|
|
|
| Metric | Value | |
|
|:--------------------|:---------| |
|
| **cosine_accuracy** | **0.75** | |
|
| dot_accuracy | 0.255 | |
|
| manhattan_accuracy | 0.765 | |
|
| euclidean_accuracy | 0.765 | |
|
| max_accuracy | 0.765 | |
|
|
|
#### Triplet |
|
* Dataset: `dim_64` |
|
* Evaluated with [<code>TripletEvaluator</code>](https://sbert.net/docs/package_reference/sentence_transformer/evaluation.html#sentence_transformers.evaluation.TripletEvaluator) |
|
|
|
| Metric | Value | |
|
|:--------------------|:---------| |
|
| **cosine_accuracy** | **0.74** | |
|
| dot_accuracy | 0.275 | |
|
| manhattan_accuracy | 0.755 | |
|
| euclidean_accuracy | 0.74 | |
|
| max_accuracy | 0.755 | |
|
|
|
<!-- |
|
## Bias, Risks and Limitations |
|
|
|
*What are the known or foreseeable issues stemming from this model? You could also flag here known failure cases or weaknesses of the model.* |
|
--> |
|
|
|
<!-- |
|
### Recommendations |
|
|
|
*What are recommendations with respect to the foreseeable issues? For example, filtering explicit content.* |
|
--> |
|
|
|
## Training Details |
|
|
|
### Training Dataset |
|
|
|
#### Unnamed Dataset |
|
|
|
|
|
* Size: 800 training samples |
|
* Columns: <code>sentence1</code>, <code>sentence2</code>, and <code>label</code> |
|
* Approximate statistics based on the first 1000 samples: |
|
| | sentence1 | sentence2 | label | |
|
|:--------|:----------------------------------------------------------------------------------|:-------------------------------------------------------------------------------------|:------------------------------------------------| |
|
| type | string | string | int | |
|
| details | <ul><li>min: 55 tokens</li><li>mean: 55.0 tokens</li><li>max: 55 tokens</li></ul> | <ul><li>min: 35 tokens</li><li>mean: 371.57 tokens</li><li>max: 512 tokens</li></ul> | <ul><li>0: ~50.00%</li><li>1: ~50.00%</li></ul> | |
|
* Samples: |
|
| sentence1 | sentence2 | label | |
|
|:-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:---------------| |
|
| <code>Information regarding ATM filings, also known as at the market offerings, also known as equity distribution agreements, also known as (at-the-market) offerings, also known as continuous offerings, also known as equity distribution programs, also known as direct stock offerings. </code> | <code>8. COMMON STOCK [a] Authorized 150,000,000 authorized<br>common shares, par value of $ 0.001 , and 5,000,000 preferred shares, par<br>value of $ 0.001 .<br><br>[b] Issued and outstanding shares At-the-Market Sales<br>AgreementOn December 21, 2021, we entered into an At-the-Market Offering<br>Sales Agreement, or ATM, with Virtu Americas, LLC, as sales agent.<br><br>The ATM was<br>terminated on February 29, 2024, and no further sales of our common stock will<br>be made pursuant to the ATM.<br><br>Since entry into the ATM, through the date of<br>termination of the ATM, we offered and sold an aggregate of 200,000 shares of<br>our common stock.<br><br>These aggregate sales resulted in gross proceeds to us of<br>approximately $ 1.5 million.<br><br>During the three and six months ended June 30,<br>2024, we did no t sell any shares of our common stock pursuant to the ATM.May<br>2023 Registered Direct Offering In May 2023, we entered into a securities<br>purchase agreement with certain purchasers, pursuant to which we sold<br>3,000,000 shares of common stock at a price of $ 5.50 per share in a<br>registered direct offering.<br><br>The offering of the shares was made pursuant to<br>our shelf registration statement on Form S-3 including the prospectus dated<br>January 5, 2022 contained therein, and the prospectus supplement dated May 25,<br>2023. We received approximately $ 15.3 million in net proceeds from the<br>registered direct offering after deducting placement agent fees and offering<br>expenses.February 2024 Registered Direct Offering and Concurrent Private<br>PlacementIn February 2024, we entered into a securities purchase agreement<br>with certain purchasers, pursuant to which we sold 13,086,151 shares of common<br>stock at a price of $ 4.585 per share in a registered direct offering.<br><br>The<br>offering of the shares was made pursuant to our shelf registration statement<br>on Form S-3, including the prospectus dated January 5, 2022 contained therein,<br>and the prospectus supplement dated February 28, 2024.</code> | <code>1</code> | |
|
| <code>Information regarding ATM filings, also known as at the market offerings, also known as equity distribution agreements, also known as (at-the-market) offerings, also known as continuous offerings, also known as equity distribution programs, also known as direct stock offerings. </code> | <code>The foregoing description of the Note does not purport to be complete and is<br>subject to, and is qualified in its entirety by reference to, the full text of<br>the Note, which is attached as Exhibit 10.1 to this Current Report on Form<br>8-K, and is incorporated herein by reference.Item 2.03.<br><br>Creation of a Direct<br>Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement<br>of a Registrant.<br><br>The disclosure provided in Item 1.01 of this Current Report<br>on Form 8-K is hereby incorporated by reference into this Item 2.03.Item<br>8.01.Other Events.<br><br>The Company is supplementing the Company’s risk factors in<br>its Annual Report on Form 10-K filed with the SEC on March 29, 2024, and<br>Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June<br>30, 2024, filed with the SEC on May 10, 2024 and August 14, 2024,<br>respectively, with the risk factor set forth below.Servicing our debt will<br>require a significant amount of cash, and we may not have sufficient cash flow<br>from our business to pay our debt.<br><br>Our ability to make scheduled payments of<br>the principal of, to pay interest on or to refinance our indebtedness depends<br>on our future performance, which is subject to economic, financial,<br>competitive and other factors beyond our control.<br><br>We had, as of June 30, 2024,<br>approximately (i) $16.1 million in working capital, (ii) $2.4 million in cash<br>and cash equivalents, and (iii) $13.6 million of outstanding indebtedness, net<br>of discounts.<br><br>In addition, on August 15, 2024, we amended and restated the<br>unsecured promissory note and guaranty previously issued to JXVII Trust that<br>increased the principal amount from $7.6 million to $10.0 million.</code> | <code>0</code> | |
|
| <code>Information regarding ATM filings, also known as at the market offerings, also known as equity distribution agreements, also known as (at-the-market) offerings, also known as continuous offerings, also known as equity distribution programs, also known as direct stock offerings. </code> | <code>The Company<br>incurred costs of approximately $0.9 million related to the execution of the<br>Purchase Agreement.<br><br>Of the total costs incurred, approximately $0.6 million<br>was paid in Common Stock to Lincoln Park as a commitment fee and $ 0.03<br>million to reimburse Lincoln Park for expenses.<br><br>These transaction costs were<br>included in other income / (expenses), net in the consolidated statement of<br>operations.<br><br>Approximately $ 0.2 million was incurred for legal fees, which<br>were included in administrative and selling expenses on the consolidated<br>statement of operations.During the year ended December 31, 2023, the Company<br>issued and sold an aggregate of 293,509 shares pursuant to the Purchase<br>Agreement and received net proceeds of $ 5.5 million.During the year ended<br>December 31, 2023, the Company incurred approximately $ 0.3 million of<br>expenses, related to the discount on the issuance of common stock to Lincoln<br>Park, which is included in other income / (expenses), net in the consolidated<br>statement of operations.<br><br>As the Company’s common stock price is below $15.00<br>per share, the Company is unable to utilize the facility.At the Market<br>Offering Agreement On June 2, 2023, the Company entered into an At The Market<br>Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as<br>sales agent (the “Agent”), to create an at-the-market equity program under<br>which it may sell up to $50 million of shares of the Company’s common stock<br>(the “Shares”) from time to time through the Agent (the “ATM Offering”).<br><br>Under<br>the ATM Agreement, the Agent will be entitled to a commission at a fixed rate<br>of 3.0 % of the gross proceeds from each sale of Shares under the ATM<br>Agreement.</code> | <code>1</code> | |
|
* Loss: [<code>MatryoshkaLoss</code>](https://sbert.net/docs/package_reference/sentence_transformer/losses.html#matryoshkaloss) with these parameters: |
|
```json |
|
{ |
|
"loss": "ContrastiveLoss", |
|
"matryoshka_dims": [ |
|
768, |
|
512, |
|
256, |
|
128, |
|
64 |
|
], |
|
"matryoshka_weights": [ |
|
1, |
|
1, |
|
1, |
|
1, |
|
1 |
|
], |
|
"n_dims_per_step": -1 |
|
} |
|
``` |
|
|
|
### Training Hyperparameters |
|
#### Non-Default Hyperparameters |
|
|
|
- `eval_strategy`: epoch |
|
- `per_device_train_batch_size`: 32 |
|
- `per_device_eval_batch_size`: 16 |
|
- `gradient_accumulation_steps`: 16 |
|
- `learning_rate`: 2e-05 |
|
- `num_train_epochs`: 10 |
|
- `warmup_ratio`: 0.1 |
|
- `use_mps_device`: True |
|
- `optim`: adamw_hf |
|
|
|
#### All Hyperparameters |
|
<details><summary>Click to expand</summary> |
|
|
|
- `overwrite_output_dir`: False |
|
- `do_predict`: False |
|
- `eval_strategy`: epoch |
|
- `prediction_loss_only`: True |
|
- `per_device_train_batch_size`: 32 |
|
- `per_device_eval_batch_size`: 16 |
|
- `per_gpu_train_batch_size`: None |
|
- `per_gpu_eval_batch_size`: None |
|
- `gradient_accumulation_steps`: 16 |
|
- `eval_accumulation_steps`: None |
|
- `learning_rate`: 2e-05 |
|
- `weight_decay`: 0.0 |
|
- `adam_beta1`: 0.9 |
|
- `adam_beta2`: 0.999 |
|
- `adam_epsilon`: 1e-08 |
|
- `max_grad_norm`: 1.0 |
|
- `num_train_epochs`: 10 |
|
- `max_steps`: -1 |
|
- `lr_scheduler_type`: linear |
|
- `lr_scheduler_kwargs`: {} |
|
- `warmup_ratio`: 0.1 |
|
- `warmup_steps`: 0 |
|
- `log_level`: passive |
|
- `log_level_replica`: warning |
|
- `log_on_each_node`: True |
|
- `logging_nan_inf_filter`: True |
|
- `save_safetensors`: True |
|
- `save_on_each_node`: False |
|
- `save_only_model`: False |
|
- `restore_callback_states_from_checkpoint`: False |
|
- `no_cuda`: False |
|
- `use_cpu`: False |
|
- `use_mps_device`: True |
|
- `seed`: 42 |
|
- `data_seed`: None |
|
- `jit_mode_eval`: False |
|
- `use_ipex`: False |
|
- `bf16`: False |
|
- `fp16`: False |
|
- `fp16_opt_level`: O1 |
|
- `half_precision_backend`: auto |
|
- `bf16_full_eval`: False |
|
- `fp16_full_eval`: False |
|
- `tf32`: None |
|
- `local_rank`: 0 |
|
- `ddp_backend`: None |
|
- `tpu_num_cores`: None |
|
- `tpu_metrics_debug`: False |
|
- `debug`: [] |
|
- `dataloader_drop_last`: False |
|
- `dataloader_num_workers`: 0 |
|
- `dataloader_prefetch_factor`: None |
|
- `past_index`: -1 |
|
- `disable_tqdm`: False |
|
- `remove_unused_columns`: True |
|
- `label_names`: None |
|
- `load_best_model_at_end`: False |
|
- `ignore_data_skip`: False |
|
- `fsdp`: [] |
|
- `fsdp_min_num_params`: 0 |
|
- `fsdp_config`: {'min_num_params': 0, 'xla': False, 'xla_fsdp_v2': False, 'xla_fsdp_grad_ckpt': False} |
|
- `fsdp_transformer_layer_cls_to_wrap`: None |
|
- `accelerator_config`: {'split_batches': False, 'dispatch_batches': None, 'even_batches': True, 'use_seedable_sampler': True, 'non_blocking': False, 'gradient_accumulation_kwargs': None} |
|
- `deepspeed`: None |
|
- `label_smoothing_factor`: 0.0 |
|
- `optim`: adamw_hf |
|
- `optim_args`: None |
|
- `adafactor`: False |
|
- `group_by_length`: False |
|
- `length_column_name`: length |
|
- `ddp_find_unused_parameters`: None |
|
- `ddp_bucket_cap_mb`: None |
|
- `ddp_broadcast_buffers`: False |
|
- `dataloader_pin_memory`: True |
|
- `dataloader_persistent_workers`: False |
|
- `skip_memory_metrics`: True |
|
- `use_legacy_prediction_loop`: False |
|
- `push_to_hub`: False |
|
- `resume_from_checkpoint`: None |
|
- `hub_model_id`: None |
|
- `hub_strategy`: every_save |
|
- `hub_private_repo`: False |
|
- `hub_always_push`: False |
|
- `gradient_checkpointing`: False |
|
- `gradient_checkpointing_kwargs`: None |
|
- `include_inputs_for_metrics`: False |
|
- `eval_do_concat_batches`: True |
|
- `fp16_backend`: auto |
|
- `push_to_hub_model_id`: None |
|
- `push_to_hub_organization`: None |
|
- `mp_parameters`: |
|
- `auto_find_batch_size`: False |
|
- `full_determinism`: False |
|
- `torchdynamo`: None |
|
- `ray_scope`: last |
|
- `ddp_timeout`: 1800 |
|
- `torch_compile`: False |
|
- `torch_compile_backend`: None |
|
- `torch_compile_mode`: None |
|
- `dispatch_batches`: None |
|
- `split_batches`: None |
|
- `include_tokens_per_second`: False |
|
- `include_num_input_tokens_seen`: False |
|
- `neftune_noise_alpha`: None |
|
- `optim_target_modules`: None |
|
- `batch_eval_metrics`: False |
|
- `batch_sampler`: batch_sampler |
|
- `multi_dataset_batch_sampler`: proportional |
|
|
|
</details> |
|
|
|
### Training Logs |
|
| Epoch | Step | Training Loss | dim_128_cosine_accuracy | dim_256_cosine_accuracy | dim_512_cosine_accuracy | dim_64_cosine_accuracy | dim_768_cosine_accuracy | |
|
|:-----:|:----:|:-------------:|:-----------------------:|:-----------------------:|:-----------------------:|:----------------------:|:-----------------------:| |
|
| 0.64 | 1 | - | 0.685 | 0.675 | 0.67 | 0.67 | 0.66 | |
|
| 1.92 | 3 | - | 0.735 | 0.715 | 0.725 | 0.71 | 0.71 | |
|
| 2.56 | 4 | - | 0.735 | 0.715 | 0.725 | 0.725 | 0.715 | |
|
| 3.84 | 6 | - | 0.705 | 0.73 | 0.73 | 0.715 | 0.74 | |
|
| 4.48 | 7 | - | 0.71 | 0.73 | 0.725 | 0.715 | 0.735 | |
|
| 5.76 | 9 | - | 0.72 | 0.745 | 0.725 | 0.71 | 0.725 | |
|
| 6.4 | 10 | 0.2976 | 0.72 | 0.735 | 0.73 | 0.71 | 0.72 | |
|
| 0.64 | 1 | - | 0.72 | 0.735 | 0.73 | 0.71 | 0.72 | |
|
| 1.92 | 3 | - | 0.725 | 0.725 | 0.735 | 0.73 | 0.735 | |
|
| 2.56 | 4 | - | 0.72 | 0.725 | 0.735 | 0.725 | 0.73 | |
|
| 3.84 | 6 | - | 0.725 | 0.72 | 0.725 | 0.715 | 0.725 | |
|
| 4.48 | 7 | - | 0.73 | 0.72 | 0.73 | 0.72 | 0.73 | |
|
| 5.76 | 9 | - | 0.73 | 0.73 | 0.725 | 0.715 | 0.73 | |
|
| 6.4 | 10 | 0.0767 | 0.73 | 0.73 | 0.725 | 0.715 | 0.73 | |
|
| 0.64 | 1 | - | 0.73 | 0.73 | 0.725 | 0.715 | 0.73 | |
|
| 1.92 | 3 | - | 0.745 | 0.73 | 0.72 | 0.72 | 0.74 | |
|
| 2.56 | 4 | - | 0.74 | 0.735 | 0.72 | 0.725 | 0.745 | |
|
| 3.84 | 6 | - | 0.75 | 0.75 | 0.745 | 0.725 | 0.755 | |
|
| 4.48 | 7 | - | 0.75 | 0.76 | 0.745 | 0.73 | 0.75 | |
|
| 5.76 | 9 | - | 0.75 | 0.755 | 0.75 | 0.735 | 0.74 | |
|
| 6.4 | 10 | 0.0487 | 0.755 | 0.755 | 0.745 | 0.735 | 0.74 | |
|
| 0.64 | 1 | - | 0.755 | 0.755 | 0.745 | 0.735 | 0.74 | |
|
| 1.92 | 3 | - | 0.755 | 0.75 | 0.725 | 0.725 | 0.735 | |
|
| 2.56 | 4 | - | 0.75 | 0.755 | 0.73 | 0.725 | 0.74 | |
|
| 3.84 | 6 | - | 0.76 | 0.75 | 0.73 | 0.74 | 0.74 | |
|
| 4.48 | 7 | - | 0.76 | 0.745 | 0.73 | 0.745 | 0.75 | |
|
| 5.76 | 9 | - | 0.75 | 0.74 | 0.735 | 0.74 | 0.745 | |
|
| 6.4 | 10 | 0.0311 | 0.75 | 0.74 | 0.735 | 0.74 | 0.745 | |
|
|
|
|
|
### Framework Versions |
|
- Python: 3.12.5 |
|
- Sentence Transformers: 3.0.1 |
|
- Transformers: 4.41.2 |
|
- PyTorch: 2.4.1 |
|
- Accelerate: 0.34.0 |
|
- Datasets: 2.19.1 |
|
- Tokenizers: 0.19.1 |
|
|
|
## Citation |
|
|
|
### BibTeX |
|
|
|
#### Sentence Transformers |
|
```bibtex |
|
@inproceedings{reimers-2019-sentence-bert, |
|
title = "Sentence-BERT: Sentence Embeddings using Siamese BERT-Networks", |
|
author = "Reimers, Nils and Gurevych, Iryna", |
|
booktitle = "Proceedings of the 2019 Conference on Empirical Methods in Natural Language Processing", |
|
month = "11", |
|
year = "2019", |
|
publisher = "Association for Computational Linguistics", |
|
url = "https://arxiv.org/abs/1908.10084", |
|
} |
|
``` |
|
|
|
#### MatryoshkaLoss |
|
```bibtex |
|
@misc{kusupati2024matryoshka, |
|
title={Matryoshka Representation Learning}, |
|
author={Aditya Kusupati and Gantavya Bhatt and Aniket Rege and Matthew Wallingford and Aditya Sinha and Vivek Ramanujan and William Howard-Snyder and Kaifeng Chen and Sham Kakade and Prateek Jain and Ali Farhadi}, |
|
year={2024}, |
|
eprint={2205.13147}, |
|
archivePrefix={arXiv}, |
|
primaryClass={cs.LG} |
|
} |
|
``` |
|
|
|
#### ContrastiveLoss |
|
```bibtex |
|
@inproceedings{hadsell2006dimensionality, |
|
author={Hadsell, R. and Chopra, S. and LeCun, Y.}, |
|
booktitle={2006 IEEE Computer Society Conference on Computer Vision and Pattern Recognition (CVPR'06)}, |
|
title={Dimensionality Reduction by Learning an Invariant Mapping}, |
|
year={2006}, |
|
volume={2}, |
|
number={}, |
|
pages={1735-1742}, |
|
doi={10.1109/CVPR.2006.100} |
|
} |
|
``` |
|
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