ANNUAL REPORT Definition

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ANNUAL REPORT is the requirement for all public companies to file an annual report with the Securities and Exchange Commission detailing the preceding years financial results and plans for the upcoming year. Its regulatory version is called "Form 10 K." The report contains financial information concerning a companys assets, liabilities, earnings, profits, and other year-end statistics. The annual report is also the most widely-read shareholder communication.

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MERGER is the union of two or more commercial interests or corporations. The distinction being that identity of the merged companies, product lines, etc., may or may not lose its individual identity.

PIPE (Private Investment in Public Equity) refers to any private placement of securities of an already-public company that is made to selected accredited investors (usually to selected institutional accredited investors) wherein investors enter into a purchase agreement committing them to purchase securities and, usually, requiring the issuer to file a resale registration statement covering the resale from time to time of the securities the investors purchased in the private placement. PIPE transactions may involve the sale of common stock, convertible preferred stock, convertible debentures, warrants, or other equity or equity-like securities of an already-public company. There are a number of common PIPE transactions, including:

  • the sale of common stock at a fixed price;
  • the sale of common stock at a fixed price, together with fixed price warrants;
  • the sale of common stock at a fixed price, together with resettable or variable priced warrants;
  • the sale of common stock at a variable price;
  • the sale of convertible preferred stock or convertible debt; and
  • a venture-style private placement for an already-public company.

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