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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Windtree Therapeutics Com | NASDAQ:DSCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.50 | 0 | 01:00:00 |
Delaware
|
|
94-3171943
|
(State or Other Jurisdiction of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller reporting company
|
Smaller reporting company
o
|
Title of Securities
to be Registered
|
Amount to be
Registered
|
Proposed Maximum Offering
Price Per Share
(2)
|
Proposed Maximum
Aggregate Offering
Price
(2)
|
Amount of
Registration
Fee
|
||||||||||||
Common Stock, $0.001 par value
|
5,000,000
|
(1)
|
$
|
1.73
|
$
|
8,560,000
|
$
|
1,114.12
|
||||||||
Common Stock, $0.001 par value
|
400,000
|
(3)
|
|
$
|
1.73
|
$
|
692,000
|
$
|
89.13
|
|||||||
Total
|
5,400,000
|
$
|
1.73
|
$
|
9,342,000
|
$
|
1,203.25
|
(1)
|
Represents an additional 5,000,000 previously unregistered shares of common stock, par value $0.001 per share (the “Common Stock”), of Discovery Laboratories, Inc. (the “Company”) issuable under the Company’s 2011 Long-Term Incentive Plan (the “2011 Plan”). The 2011 Plan qualifies as an employee benefit plan as defined under Rule 405 of Regulation C. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that become issuable under the 2011 Plan by reason of any stock splits, stock dividends or recapitalizations or other similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) promulgated under the Securities Act by taking the average of the high and low sales price per share of the Common Stock on The Nasdaq Capital Market on June 24, 2014.
|
(3)
|
Represents an additional 400,000 shares of Common Stock, par value $0.001 per share, issuable under the Company’s 401(k) Plan (the “401(k) Plan”). The issuance of such shares under the 401(k) Plan was approved by the Board of Directors on March 6, 2014. The 401(k) Plan qualifies as an employee benefit plan as defined under Rule 405 of Regulation C. Pursuant to Rule 416 promulgated under the Securities Act, this registration statement shall be deemed to cover any additional securities that become issuable under the 401(k) Plan by reason of any stock splits, stock dividends or recapitalizations or other similar transactions.
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
(a)
|
The Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 17, 2014;
|
(b)
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 12, 2014;
|
(c)
|
The Company’s Current Reports on Form 8-K filed on March 11, 2014, March 13, 2014 (excluding the matters in Item 2.02 and any information pertaining to such Item in Exhibit 99.1 therein, which are not incorporated by reference herein), March 26, 2014, May 8, 2014 (excluding the matters in Item 2.02 and any information pertaining to such Item in Exhibit 99.1 therein, which are not incorporated by reference herein), June 10, 2014, and June 17, 2014 ;
|
(d)
|
The Company’s Definitive Proxy Statement filed with the Commission on April 28, 2014, including any amendments or supplements filed for the purpose of updating same; and
|
(e)
|
The description of the Company’s Common Stock contained in the Company’s registration statement on Form 8-A filed with the SEC on July 13, 1995 and February 6, 2004.
|
ITEM 8.
|
EXHIBITS
|
Exhibit No.
|
Description
|
Method of Filing
|
Opinion of Dentons US LLP, legal counsel.*
|
Filed herewith.
|
|
|
|
|
23.1
|
Consent of Dentons US LLP (included in Exhibit 5.1)
|
Filed herewith.
|
|
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
Filed herewith.
|
|
|
|
|
24.1
|
Powers of Attorney (included on signature page to this registration statement).
|
Filed herewith.
|
DISCOVERY LABORATORIES, INC.
|
|||
(Registrant)
|
|||
|
|
||
By:
|
/s/ John G. Cooper
|
||
|
John G. Cooper
|
||
|
President and Chief Executive Officer
|
Signature
|
Name and Title
Date
|
Date
|
|
|
|
|
|
John G. Cooper
|
|
||
|
President, Chief Executive Officer
|
|
|
|
and Director
|
|
|
/s/ John G. Cooper
|
(Principal Executive Officer) |
June 30, 2014
|
|
|
|
|
|
|
John A. Tattory
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer and
|
|
|
/s/ John A. Tattory
|
Principal Accounting Officer)
|
June 30, 2014
|
|
|
|
|
|
|
John R. Leone
|
|
|
/s/ John R. Leone
|
Chairman of the Board of Directors
|
June 30, 2014
|
|
|
|
|
|
|
Joseph M. Mahady
|
|
|
/s/ Joseph M. Mahady
|
Director
|
June 30, 2014
|
|
|
|
|
|
|
Bruce A. Peacock
|
|
|
/s/ Bruce A. Peacock
|
Director
|
June 30, 2014
|
|
|
|
|
|
|
Marvin E. Rosenthale, Ph.D.
|
|
|
/s/ Marvin E. Rosenthale
|
Director
|
June 30, 2014
|
1 Year Discovery labs Chart |
1 Month Discovery labs Chart |
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