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Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / rule-144a-exemption-memo.docx
rule-144a-exemption-memo.docx
Parties
HARKNESS LLP
Optiwave Semiconductor Corp
Ridgepoint Capital Markets LLC
Northvane Financial Products LP
Harborstone Securities Inc
Prescott Whitfield LLP
The Company Optiwave Semiconductor Corp
Petroleum Management Corp
Dates
April 3, 2023
December 31, 2022
February 27, 2023
September 30, 2022
November 7, 2022
March 3, 2023
May 1, 2023
April 21, 2023
September 23, 2013
May 18, 2023
Amounts
$250,000,000 2.75
$250,000,000
$37,500,000
$0.001
$812.4
$198.7
$4.3
$73.38
$287,500,000
$625,000
Obligations
No registration statement under the Securities Act is required to be filed in connection with the offering, and none will be filed
Rule 144A(d)(3) provides that, at the time of issuance, the securities being offered and sold must not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U
In addition, the seller must reasonably believe that the buyer is a QIB and is purchasing for its own account or for the account of a QIB
Because the two-step structure of the offering depends upon the availability of Section 4(a)(2) for the initial sale, the offering must be conducted without general solicitation to preserve the exemption at the issuer level
Pre-Offering Period OWS and the Initial Purchasers must not engage in any form of general solicitation or general advertising prior to or during the offering period
OWS must exercise caution regarding any public announcements in connection with the offering