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Smart scan / 1037-00001

Client 1037 Capital Markets 12 docs · open →

Document types detected

Contract / agreement6

Analysis / memo3

Other2

Engagement letter1

Parties across the matter

Associates LLPBroadleaf Partners LLCBusiness IncDue IncFederal IncHARKNESS LLPHalcyon Partners LLCHarkness LLPJulian Reyes Linley CPAs LLPMinimum IncNasdaq Stock Market LLCNorthvale Fiduciary Services LLCPellwick Raine LLPSolstice Surgical Inc

Chronology

2023-12-31 · tax-memorandum-us-federal-consequences.docx

… ue Code of 1986, as amended (the "Code"), for its taxable year ending December 31, 2023. This determination is, however, inherently factual and must be made annually; no assuran …

2023-12-31 · sec-comment-response-letter-round-2.docx

… that it will not be classified as a PFIC for its taxable year ending December 31, 2023 ("FY2023"). The factual basis for this expectation is as follows: • Active Trade or Busi …

2023-08-30 · registration-rights-agreement.docx

… Demand Registration Request may be validly submitted by any Holder is August 30, 2023. (d) Minimum Threshold. The Company shall not be obligated to effect a Demand Registratio …

2023-08-29 · closing-checklist.xlsx

… to two demands) and piggyback rights; exercisable post-lock-up (after August 29, 2023); governed by Delaware law B-3 | Deposit Agreement | Solstice Biomedical Devices Limited; …

2023-08-29 · opinion-of-issuers-counsel.docx

… period commencing on March 2, 2023 (the Pricing Date) and expiring on August 29, 2023, subject to certain customary exceptions set forth therein. "Ordinary Shares" means ordin …

2023-08-29 · secretarys-certificate-closing.docx

… g the expiration of the 180-day lock-up period, expected to expire on August 29, 2023, in accordance with the terms of the lock-up agreements executed by the Holders. F. Resol …

2023-08-29 · form-of-lock-up-agreement.docx

… ding, the date that is one hundred eighty (180) days after such date (August 29, 2023). "Lock-Up Securities" means (i) Ordinary Shares, (ii) ADSs, (iii) any securities convert …

2023-08-29 · registration-rights-agreement.docx

… f one hundred eighty (180) days commencing March 2, 2023 and expiring August 29, 2023 (each, a "Lock-Up Agreement" and collectively, the "Lock-Up Agreements"); and WHEREAS, in …

2023-04-20 · closing-checklist.xlsx

2023-04-01 · officers-certificate-closing.docx

… sable within thirty (30) days of the Pricing Date (i.e., on or before April 1, 2023), to cover overallotments, if any. "Depositary" means Meridian Trust Company, N.A., a nat …

2023-04-01 · underwriting-agreement-execution.docx

… r the date of the Prospectus (i.e., exercisable through and including April 1, 2023). The Overallotment Option shall be exercisable solely for the purpose of covering over-a …

2023-03-21 · closing-checklist.xlsx

2023-03-21 · officers-certificate-closing.docx

… 7(g) of the Underwriting Agreement dated March 2, 2023 Closing Date: March 21, 2023 Delivered by Dr. Cormac Tierney, Chief Executive Officer & Co-Founder and Ronan McBride, …

2023-03-21 · opinion-of-issuers-counsel.docx

… : (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com March 21, 2023 Keystone Mercer & Co., LLC as Representative of the Several Underwriters 280 Park Avenue, …

2023-03-21 · secretarys-certificate-closing.docx

… Parkmore East, Galway, H91 XK72, Ireland. Delivered at the closing on March 21, 2023, in connection with the initial public offering (the "Offering") of American Depositary S …

2023-03-21 · underwriting-agreement-execution.docx

… any may agree upon in writing), at 10:00 a.m. (New York City time) on March 21, 2023 (the "Closing Date"), or at such other date as the Representative and the Company may agr …

2023-03-16 · opinion-of-issuers-counsel.docx

… or status) with respect to the Company issued by the Irish CRO, dated March 16, 2023; 14. A certificate of incorporation issued by the Secretary of State of the State of Del …

2023-03-15 · closing-checklist.xlsx

2023-03-07 · closing-checklist.xlsx

… 1, 2023 Pricing Date | March 2, 2023 Original Expected Closing Date | March 7, 2023 Issuer | Solstice Biomedical Devices Limited (CRO No. 587412) Issuer Address | Unit 7, La …

2023-03-07 · officers-certificate-closing.docx

… ing Agreement acknowledge that the original expected closing date was March 7, 2023, and that the actual Closing Date has been extended to March 21, 2023 (reflecting a T+10 …

2023-03-07 · underwriting-agreement-execution.docx

… For the avoidance of doubt, the originally expected closing date was March 7, 2023; the actual Closing Date of March 21, 2023 has been agreed to by the Representative and t …

2023-03-04 · closing-checklist.xlsx

2023-03-03 · officers-certificate-closing.docx

… d with the SEC pursuant to Rule 424(b)(4) under the Securities Act on March 3, 2023, including all documents incorporated by reference therein, and any supplements or amendm …

2023-03-03 · opinion-of-issuers-counsel.docx

… d with the SEC pursuant to Rule 424(b)(4) under the Securities Act on March 3, 2023, including all documents incorporated by reference therein. "Registration Rights Agreemen …

2023-03-02 · closing-checklist.xlsx

2023-03-02 · officers-certificate-closing.docx

… elivered Pursuant to Section 7(g) of the Underwriting Agreement dated March 2, 2023 Closing Date: March 21, 2023 Delivered by Dr. Cormac Tierney, Chief Executive Officer & C …

2023-03-02 · opinion-of-issuers-counsel.docx

… d to you pursuant to Section 5(e) of the Underwriting Agreement dated March 2, 2023 (the "Underwriting Agreement") among the Company and Keystone Mercer & Co., LLC, as repre …

2023-03-02 · secretarys-certificate-closing.docx

… ed Pursuant to Section 7(h) of the Underwriting Agreement Dated as of March 2, 2023 Certificate of the Company Secretary of Solstice Biomedical Devices Limited, an Irish pri …

2023-03-02 · tax-memorandum-us-federal-consequences.docx

… N.A., in its capacity as Depositary under the Deposit Agreement dated March 2, 2023 among Solstice, the Depositary, and the holders and beneficial owners of ADSs from time t …

2023-03-02 · deposit-agreement-execution.docx

… LDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Dated as of March 2, 2023 CUSIP: 83472R 109 Nasdaq Global Market Ticker Symbol: SBDX Each American Depositary Share …

2023-03-02 · form-of-lock-up-agreement.docx

… es"). The ADSs are to be issued pursuant to a Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary (the "Depositary"), and a …

2023-03-02 · registration-rights-agreement.docx

… REGISTRATION RIGHTS AGREEMENT dated as of March 2, 2023 among SOLSTICE BIOMEDICAL DEVICES LIMITED and GREYSTONE VENTURES FUND III, L.P. PINNACLE …

2023-03-02 · underwriting-agreement-execution.docx

… UNDERWRITING AGREEMENT (Execution Version) March 2, 2023 Right-click to update Table of Contents UNDERWRITING AGREEMENT March 2, 2023 Keystone Mer …

2023-03-01 · opinion-of-issuers-counsel.docx

… y, adopted at meetings duly convened and held on January 24, 2023 and March 1, 2023, authorizing, among other things, the Offering, the execution and delivery of each of the …

2023-02-28 · closing-checklist.xlsx

2023-02-28 · officers-certificate-closing.docx

… hereto through and including the Closing Date. "Effective Date" means February 28, 2023, the date on which the SEC declared the Registration Statement effective pursuant to the …

2023-02-28 · opinion-of-issuers-counsel.docx

… herwise modified in accordance with its terms. "Effective Date" means February 28, 2023, the date on which the Registration Statement was declared effective by the United States …

2023-02-28 · secretarys-certificate-closing.docx

… the "SEC") on February 17, 2023, and declared effective by the SEC on February 28, 2023, together with the final prospectus dated March 2, 2023 (the "Prospectus"), filed with th …

2023-02-28 · deposit-agreement-execution.docx

… n (the "SEC"), which Registration Statement was declared effective on February 28, 2023, in connection with an initial public offering of American Depositary Shares on the Nasda …

2023-02-28 · underwriting-agreement-execution.docx

… ch registration statement was declared effective by the Commission on February 28, 2023. The Company initially submitted a Confidential Draft Registration Statement to the Commi …