e5base-ATM-Orig-v1 / README.md
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Add new SentenceTransformer model.
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metadata
base_model: intfloat/e5-base-v2
datasets: []
language:
  - en
library_name: sentence-transformers
metrics:
  - cosine_accuracy
  - dot_accuracy
  - manhattan_accuracy
  - euclidean_accuracy
  - max_accuracy
pipeline_tag: sentence-similarity
tags:
  - sentence-transformers
  - sentence-similarity
  - feature-extraction
  - generated_from_trainer
  - dataset_size:800
  - loss:MatryoshkaLoss
  - loss:ContrastiveLoss
widget:
  - 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:
      - >-
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
        FORM

        8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities
        Exchange

        Act of 1934 Date of Report (Date of earliest event reported): August 21,
        2024

        ( August 16, 2024 ) SinglePoint Inc.


        (Exact name of registrant as specified in

        its charter) Nevada 000-53425 26-1240905 (State or other jurisdiction of

        Incorporation) (Commission File Number) (IRS Employer Identification
        No.)


        3104

        E Camelback Rd #2137 Phoenix , AZ 85016 (Address of principal executive

        offices) (Zip Code) Registrant’s telephone number, including area code:
        ( 888

        ) 682-7464 Not Applicable (Former name or former address, if changed
        since

        last report.)Check the appropriate box below if the Form 8 K filing is

        intended to simultaneously satisfy the filing obligation of the
        registrant

        under any of the following provisions ( see General Instruction A.2.


        below): 

        Written communications pursuant to Rule 425 under the Securities Act (17
        CFR

        230.425)☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
        Act

        (17 CFR 240.14a-12)☐ Pre commencement communications pursuant to Rule

        14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐ Pre commencement

        communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

        240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act:

        Title of each class Trading Symbol(s) Name of each exchange on which

        registered common stock, par value $0.0001 per share SING Cboe BZX
        Exchange,

        Inc. Indicate by check mark whether the registrant is an emerging growth

        company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
        this

        chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
        (§240.12b-2 of

        this chapter).Emerging growth company  If an emerging growth company,

        indicate by check mark if the registrant has elected not to use the
        extended

        transition period for complying with any new or revised financial
        accounting

        standards provided pursuant to Section 13(a) of the Exchange Act.
      - >-
        Between April 1, 2024, and June 30, 2024, 39,167 restricted stock

        units of the Company issued under the 2022 Plan were canceled by the
        Board of

        Directors.On April 2, 2024, the Company issued 5,000 shares of
        restricted

        common stock to its officer under the 2022 Plan.On April 23, 2024, the

        Company issued 159,167 shares of restricted common stock to its officers
        and

        directors under the 2022 Plan in exchange for cancellation of all stock

        options and restricted stock units held by officers and directors of the

        Company.On April 30, 2024, 3,750 restricted stock units held by
        consultant

        were converted into 3,750 shares of common stock of the Company in
        connection

        with the services provided by the consultant.On June 4, 2024, MGO issued
        a

        total of 182,868 shares of the Company’s restricted common stock to
        directors

        and officers of the Company pursuant to the 2022 Plan.The stock options,

        restricted stock units, and the common stock issued or issuable upon the

        exercise of such options and restricted stock units as described in this

        section were issued pursuant to written compensatory plans or
        arrangements

        with our employees, consultants, officers and directors, in reliance on
        the

        exemption from the registration requirements of the Securities Act
        provided by

        Rule 701 promulgated under the Securities Act or the exemption set forth
        in

        Section 4(a)(2) under the Securities Act and Regulation D promulgated

        thereunder relative to transactions by an issuer not involving any
        public

        offering.


        All recipients either received adequate information about us or had

        access, through employment or other relationships, to such
        information.ITEM

        3.
      - >-
        On August 17, 2022, a

        registration statement (the “First Registration Statement”) was declared

        effective to cover the resale of up to 633,333 shares of the Company’s
        common

        stock comprised of (i) the 32,846 initial commitment shares, and (ii) up
        to

        600,486 that the Company has reserved for issuance and sale to Lincoln
        Park

        under the 2022 Purchase Agreement from time to time from and after the
        date of

        the prospectus.


        The Company sold approximately 527,166 shares under the First

        Registration Statement.On August 18, 2023, a second registration
        statement

        (the “Second Registration Statement”) was declared effective to cover
        the

        resale of up to an additional 1,500,000 shares of the Company’s common
        stock

        that the Company reserved for issuance and sale to Lincoln Park under
        the 2022

        Purchase Agreement from time to time.


        The Company sold 150,000 shares under

        the Second Registration Statement.


        The Company cannot sell more shares than

        registered under the Second Registration Statement under the 2022
        Purchase

        Agreement without registering additional shares.
  - 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:
      - >-
        Although the

        Company has filed the Prospectus Supplement with the Securities and
        Exchange

        Commission, the Company has no obligation to sell any Shares under the
        Equity

        Distribution Agreements, and may at any time suspend the offering of
        Shares

        under the Equity Distribution Agreements.


        Actual sales will depend on a

        variety of factors to be determined by the Company from time to time,

        including, among others, market conditions, the trading price of the
        Shares

        and determinations by the Company of its need for, and the appropriate
        sources

        of, additional capital.The Equity Distribution Agreements contain
        customary

        representations, warranties and agreements of the Company, conditions to

        closing, indemnification rights and obligations of the parties and
        termination

        provisions.The foregoing description is only a summary of the material

        provisions of the Equity Distribution Agreements and does not purport to
        be

        complete and is qualified in its entirety by reference to the full text
        of the

        Form of Equity Distribution Agreements, filed as Exhibit 10.1 to this
        Current

        Report on Form 8-K and incorporated by reference herein.A copy of the
        opinion

        of Miles & Stockbridge P.C. relating to the legality of the issuance and
        sale

        of the Shares pursuant to the Prospectus is attached as Exhibit 5.1
        hereto.1

        This Current Report on Form 8-K shall not constitute an offer to sell or
        a

        solicitation of an offer to buy any securities, nor shall there be any
        sale of

        these securities in any state or jurisdiction in which such an offer,

        solicitation or sale would be unlawful prior to registration or
        qualification

        under the securities laws of any such state or other jurisdiction.
      - >-
        During the six months ended June 30, 2023, we also received net

        proceeds of $103 from the sale of shares of our common stock through the
        Maxim

        Sales Agreement.Recent Accounting Pronouncements See Note 2, "Accounting

        Policies," to our condensed consolidated financial statements included
        in this

        Quarterly Report on Form 10-Q for a full description of recent
        accounting

        pronouncements.ITEM 3.


        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

        RISK.


        Not applicable.ITEM 4.


        CONTROLS AND PROCEDURES.


        Evaluation of

        Disclosure Controls and Procedures Our management (with the
        participation of

        our Principal Executive Officer and Principal Accounting Officer)
        evaluated

        the effectiveness of our disclosure controls and procedures (as defined
        in

        Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30,
        2024.


        Disclosure controls and procedures are designed to ensure that
        information

        required to be disclosed by the Company in the reports it files or
        submits

        under the Exchange Act is recorded, processed, summarized and reported
        on a

        timely basis and that such information is accumulated and communicated
        to

        management, including the Principal Executive Officer and the Principal

        Accounting Officer, as appropriate, to allow timely decisions regarding

        disclosure.


        Based on this evaluation, our Principal Executive Officer and

        Principal Accounting Officer concluded that these disclosure controls
        and

        procedures are effective.Changes in Internal Control over Financial
        Reporting

        There have been no changes in our internal control over financial
        reporting

        (as defined in Rules 13a-15(f) under the Exchange Act) during the
        quarter

        ended June 30, 2024, that have materially affected, or are reasonably
        likely

        to materially affect, our internal control over financial reporting.
      - >-
        The Company maintained US Treasury bills with maturities of less than

        three months and expects zero credit losses from these securities.


        As a

        result, the Company did not record an allowance for expected credit
        losses.Field: Sequence; Type: Arabic; Name: PageNo 12 Field: /Sequence
        5.


        EQUITY

        TRANSACTIONS IN THE THREE MONTHS ENDED JUNE 30, 2024 2022 At The Market

        Offering Agreement with H.C. Wainwright & Co., LLC On March 24, 2022, we

        entered into an At The Market Offering Agreement, or the 2022 ATM
        Agreement,

        with H.C. Wainwright & Co., LLC, or Wainwright, which established an
        at-the-

        market equity program pursuant to which we may offer and sell shares of
        our

        common stock from time to time, as set forth in the 2022 ATM Agreement.


        The

        offering was registered under the Securities Act of 1933, as amended, or
        the

        Securities Act, pursuant to our shelf registration statement on Form S-3

        (Registration Statement No. 333-259909), as previously filed with the
        SEC and

        declared effective on October 21, 2021.We filed a prospectus supplement,

        dated March 24, 2022, with the SEC that provides for the sale of shares
        of our

        common stock having an aggregate offering price of up to $ 15,000,000 ,
        or the

        2022 ATM Shares.Under the 2022 ATM Agreement, Wainwright may sell the
        2022

        ATM Shares by any method permitted by law and deemed to be an “at the
        market

        offering” as defined in Rule 415 promulgated under the Securities Act,

        including sales made directly on the Nasdaq Capital Market, or on any
        other

        existing trading market for the 2022 ATM Shares.


        In addition, under the 2022

        ATM Agreement, Wainwright may sell the 2022 ATM Shares in privately
        negotiated

        transactions with our consent and in block transactions.


        Under certain

        circumstances, we may instruct Wainwright not to sell the 2022 ATM
        Shares if

        the sales cannot be effected at or above the price designated by us from
        time

        to time.


        We are not obligated to make any sales of the 2022 ATM Shares under

        the 2022 ATM Agreement.
  - 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:
      - >-
        We have

        entered into an Equity Distribution Agreement with Oppenheimer & Co.
        Inc., or

        the Sales Agent, under which we may offer and sell up to $60,000,000 of
        our

        shares of common stock from time to time through our Sales Agent.


        Sales of our

        shares of common stock, if any, under this prospectus will be made by
        any

        method that is deemed to be an “at-the-market offering” as defined in
        Rule

        415(a)(4) under the Securities Act or, if expressly authorized by us, in

        privately negotiated transactions.Each time we wish to issue and sell
        our

        shares of common stock under the Equity Distribution Agreement, we will
        notify

        our Sales Agent of the maximum number of shares to be issued, the dates
        on

        which such sales may be made, any limitation on the number of shares to
        be

        sold in any one day and any minimum price below which sales may not be
        made.


        Once we have instructed our Sales Agent, unless our Sales Agent declines
        to

        accept the terms of such notice, our Sales Agent has agreed to use its

        commercially reasonable efforts consistent with its normal trading and
        sales

        practices to sell such shares up to the amount specified on such
        terms.The

        obligations of our Sales Agent under the Equity Distribution Agreement
        to sell

        our shares of common stock are subject to a number of conditions that we
        must

        meet.


        The settlement of sales of shares of common stock between us and our

        Sales Agent is generally anticipated to occur on the first trading day
        (unless

        we and our Sales Agent have agreed in writing on another date) following
        the

        date on which the sale was made.Sales of our shares of common stock as

        contemplated in this prospectus will be settled through the facilities
        of The

        Depository Trust Company or by such other means as we and our Sales
        Agent may

        agree upon.


        There is no arrangement for funds to be received in an escrow,

        trust or similar arrangement.
      - >-
        Emerging

        Growth Company Status We are an emerging growth company as that term is
        used

        in the Jumpstart Our Business Startups Act of 2012 and, as such, have
        elected

        to comply with certain reduced public company reporting requirements.


        Section

        107 of the JOBS Act provides that an emerging growth company can take

        advantage of the extended transition period provided in Section
        7(a)(2)(B) of

        the Securities Act for complying with new or revised accounting
        standards.


        In

        other words, an emerging growth company can delay the adoption of
        certain

        accounting standards until those standards would otherwise apply to
        private

        companies.


        We have elected to take advantage of the benefits of this extended

        transition period.


        Our financial statements may, therefore, not be comparable

        to those of companies that comply with such new or revised accounting

        standards.Off-Balance Sheet Arrangements We did not have during the
        periods

        presented, and we do not currently have, any off-balance sheet
        arrangements,

        as defined in the rules and regulations of the Securities and Exchange

        Commission.ITEM 3.


        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are a
        smaller reporting company as defined by Rule 12b-2 of the Securities

        and Exchange Act of 1934, as amended (the “Exchange Act”) and are not
        required

        to provide the information required under this item.ITEM 4.


        CONTROLS AND

        PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain

        “disclosure controls and procedures” as defined in Rules 13a-15(e) and

        15d-15(e) under the Securities Exchange Act of 1934, as amended, or the

        Exchange Act, that are designed to ensure that information required to
        be

        disclosed in the reports we file and submit under the Exchange Act is

        recorded, processed, summarized and reported within the time periods
        specified

        in the SEC’s rules and forms.
      - >-
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
        FORM

        8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities
        Exchange

        Act of 1934 Date of Report (Date of Earliest Event Reported): August 19,
        2024

        Federal Home Loan Bank of Pittsburgh (Exact name of registrant as
        specified in

        its charter)Federally Chartered Corporation 000-51395 25-6001324 (State
        or

        other jurisdiction (Commission (I.R.S. Employer of incorporation) File
        Number)

        Identification No.) 601 Grant Street , Pittsburgh , Pennsylvania 15219

        (Address of principal executive offices) (Zip Code) Registrant’s
        telephone

        number, including area code: 412 - 288-3400 Not Applicable Former name
        or

        former address, if changed since last report Check the appropriate box
        below

        if the Form 8-K filing is intended to simultaneously satisfy the filing

        obligation of the registrant under any of the following provisions:☐
        Written

        communications pursuant to Rule 425 under the Securities Act (17 CFR
        230.425)

         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
        CFR

        240.14a-12)☐ Pre-commencement communications pursuant to Rule 14d-2(b)
        under

        the Exchange Act (17 CFR 240.14d-2(b))☐ Pre-commencement communications

        pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
        240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act:
        Title of each

        class Trading Symbol(s) Name of each exchange on which registered   

        Indicate by check mark whether the registrant is an emerging growth
        company as

        defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
        chapter)

        or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this

        chapter).Emerging growth company  If an emerging growth company,
        indicate by

        check mark if the registrant has elected not to use the extended
        transition

        period for complying with any new or revised financial accounting
        standards

        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

        contained herein is intended to be reviewed in its totality, and any

        stipulations, conditions or provisos that apply to a given piece of

        information in one part of this report should be read as applying
        mutatis

        mutandis to every other instance of such information appearing
        herein.Item

        9.01 Financial Statements and Exhibits.


        (d) Exhibits EXHIBIT INDEX Exhibit No.

        Description 7.1 (sing_ex71.htm) Letter from Turner.


        Stone & Company, L.L.P.

        (sing_ex71.htm) 104 Cover Page Interactive Data File (embedded within
        the

        Inline XBRL document.)2 SIGNATURES Pursuant to the requirements of the
        Stock

        Exchange Act of 1934, the registrant has duly caused this report to be
        signed

        on its behalf by the undersigned hereunto duly authorized.SinglePoint
        Inc.

        Dated: August 21, 2024 By: /s/ William Ralston Name: William Ralston
        Title:

        Chief Executive Officer 3
      - >-
        Open Market

        Sale Agreement.


        On February 4, 2022, we entered into an Open Market Sale

        Agreement with Jefferies LLC, as agent, pursuant to which we may offer
        and

        sell, from time to time, through Jefferies, shares of our common stock
        having

        an aggregate offering price of up to $50,000,000.


        On October 12, 2022,

        pursuant to this agreement, the Company sold 500,000 shares of common
        stock in

        a single transaction at a price of $10.35 per share generating gross
        proceeds

        of $5.2 million ($4.8 million net of commissions and offering expenses)
        On

        December 1, 2023, pursuant to this agreement, the Company sold 1,034,500

        shares of common stock in a single transaction at a price of $14.50 per
        share,

        generating gross proceeds of $15 million ($14.4 million net of
        commissions and

        offering expenses).In April 2024 and May 2024, pursuant to the Open
        Market

        Sale Agreement with Jefferies LLC, as agent, the Company sold 285,714
        and

        149,700 shares of common stock, respectively, at an average selling
        price of $

        17.55 per share, generating gross proceeds of $7.6 million before
        deducting

        commissions and other offering expenses of $0.3 million.


        At June 30, 2024,

        $22.2 million of common stock remains available for sale under the
        Jefferies

        agreement.
      - >-
        On April 18, 2024, the Company

        entered into a securities purchase agreement with certain institutional
        and

        accredited investors pursuant to which the Company agreed to sell, in a

        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”).


        In a concurrent private placement, the Company also agreed

        pursuant to the securities purchase agreement to issue to such investors

        warrants to purchase up to 375,000 shares of its common stock at an
        exercise

        price of $ 3.10 per share (the “April 2024 Private Placement”).


        The April 2024

        Registered Direct Offering and the April 2024 Private Placement closed
        on

        April 19, 2024.


        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

        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

        price of approximately $ 1.1 million, which shares are being offered and
        sold

        pursuant to the 2022 Shelf Registration Statement and a prospectus
        supplement

        and accompanying prospectus filed with the SEC on April 19, 2024 (the

        “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

        Prospectus Supplement for gross proceeds of approximately $ 1.1 million.


        The

        net proceeds from such offering, after deducting commissions and the
        Company’s

        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”).


        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.


        (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: e5base-ATM-Orig-v1
    results:
      - task:
          type: triplet
          name: Triplet
        dataset:
          name: dim 768
          type: dim_768
        metrics:
          - type: cosine_accuracy
            value: 0.715
            name: Cosine Accuracy
          - type: dot_accuracy
            value: 0.285
            name: Dot Accuracy
          - type: manhattan_accuracy
            value: 0.705
            name: Manhattan Accuracy
          - type: euclidean_accuracy
            value: 0.715
            name: Euclidean Accuracy
          - type: max_accuracy
            value: 0.715
            name: Max Accuracy
      - task:
          type: triplet
          name: Triplet
        dataset:
          name: dim 512
          type: dim_512
        metrics:
          - type: cosine_accuracy
            value: 0.72
            name: Cosine Accuracy
          - type: dot_accuracy
            value: 0.265
            name: Dot Accuracy
          - type: manhattan_accuracy
            value: 0.72
            name: Manhattan Accuracy
          - type: euclidean_accuracy
            value: 0.725
            name: Euclidean Accuracy
          - type: max_accuracy
            value: 0.725
            name: Max Accuracy
      - task:
          type: triplet
          name: Triplet
        dataset:
          name: dim 256
          type: dim_256
        metrics:
          - type: cosine_accuracy
            value: 0.725
            name: Cosine Accuracy
          - type: dot_accuracy
            value: 0.285
            name: Dot Accuracy
          - type: manhattan_accuracy
            value: 0.72
            name: Manhattan Accuracy
          - type: euclidean_accuracy
            value: 0.725
            name: Euclidean Accuracy
          - type: max_accuracy
            value: 0.725
            name: Max Accuracy
      - task:
          type: triplet
          name: Triplet
        dataset:
          name: dim 128
          type: dim_128
        metrics:
          - type: cosine_accuracy
            value: 0.73
            name: Cosine Accuracy
          - type: dot_accuracy
            value: 0.275
            name: Dot Accuracy
          - type: manhattan_accuracy
            value: 0.735
            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 64
          type: dim_64
        metrics:
          - type: cosine_accuracy
            value: 0.745
            name: Cosine Accuracy
          - type: dot_accuracy
            value: 0.27
            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: 0.745
            name: Max Accuracy

e5base-ATM-Orig-v1

This is a sentence-transformers model finetuned from intfloat/e5-base-v2. 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: intfloat/e5-base-v2
  • Maximum Sequence Length: 512 tokens
  • Output Dimensionality: 768 tokens
  • Similarity Function: Cosine Similarity
  • Language: en

Model Sources

Full Model Architecture

SentenceTransformer(
  (0): Transformer({'max_seq_length': 512, 'do_lower_case': False}) with Transformer model: BertModel 
  (1): Pooling({'word_embedding_dimension': 768, 'pooling_mode_cls_token': False, 'pooling_mode_mean_tokens': True, '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:

pip install -U sentence-transformers

Then you can load this model and run inference.

from sentence_transformers import SentenceTransformer

# Download from the 🤗 Hub
model = SentenceTransformer("jdaviescmg/e5base-ATM-Orig-v1")
# 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]

Evaluation

Metrics

Triplet

Metric Value
cosine_accuracy 0.715
dot_accuracy 0.285
manhattan_accuracy 0.705
euclidean_accuracy 0.715
max_accuracy 0.715

Triplet

Metric Value
cosine_accuracy 0.72
dot_accuracy 0.265
manhattan_accuracy 0.72
euclidean_accuracy 0.725
max_accuracy 0.725

Triplet

Metric Value
cosine_accuracy 0.725
dot_accuracy 0.285
manhattan_accuracy 0.72
euclidean_accuracy 0.725
max_accuracy 0.725

Triplet

Metric Value
cosine_accuracy 0.73
dot_accuracy 0.275
manhattan_accuracy 0.735
euclidean_accuracy 0.745
max_accuracy 0.745

Triplet

Metric Value
cosine_accuracy 0.745
dot_accuracy 0.27
manhattan_accuracy 0.735
euclidean_accuracy 0.74
max_accuracy 0.745

Training Details

Training Dataset

Unnamed Dataset

  • Size: 800 training samples
  • Columns: sentence1, sentence2, and label
  • Approximate statistics based on the first 1000 samples:
    sentence1 sentence2 label
    type string string int
    details
    • min: 55 tokens
    • mean: 55.0 tokens
    • max: 55 tokens
    • min: 35 tokens
    • mean: 371.57 tokens
    • max: 512 tokens
    • 0: ~50.00%
    • 1: ~50.00%
  • Samples:
    sentence1 sentence2 label
    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. 8. COMMON STOCK [a] Authorized 150,000,000 authorized
    common shares, par value of $ 0.001 , and 5,000,000 preferred shares, par
    value of $ 0.001 .

    [b] Issued and outstanding shares At-the-Market Sales
    AgreementOn December 21, 2021, we entered into an At-the-Market Offering
    Sales Agreement, or ATM, with Virtu Americas, LLC, as sales agent.

    The ATM was
    terminated on February 29, 2024, and no further sales of our common stock will
    be made pursuant to the ATM.

    Since entry into the ATM, through the date of
    termination of the ATM, we offered and sold an aggregate of 200,000 shares of
    our common stock.

    These aggregate sales resulted in gross proceeds to us of
    approximately $ 1.5 million.

    During the three and six months ended June 30,
    2024, we did no t sell any shares of our common stock pursuant to the ATM.May
    2023 Registered Direct Offering In May 2023, we entered into a securities
    purchase agreement with certain purchasers, pursuant to which we sold
    3,000,000 shares of common stock at a price of $ 5.50 per share in a
    registered direct offering.

    The offering of the shares was made pursuant to
    our shelf registration statement on Form S-3 including the prospectus dated
    January 5, 2022 contained therein, and the prospectus supplement dated May 25,
    2023. We received approximately $ 15.3 million in net proceeds from the
    registered direct offering after deducting placement agent fees and offering
    expenses.February 2024 Registered Direct Offering and Concurrent Private
    PlacementIn February 2024, we entered into a securities purchase agreement
    with certain purchasers, pursuant to which we sold 13,086,151 shares of common
    stock at a price of $ 4.585 per share in a registered direct offering.

    The
    offering of the shares was made pursuant to our shelf registration statement
    on Form S-3, including the prospectus dated January 5, 2022 contained therein,
    and the prospectus supplement dated February 28, 2024.
    1
    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. The foregoing description of the Note does not purport to be complete and is
    subject to, and is qualified in its entirety by reference to, the full text of
    the Note, which is attached as Exhibit 10.1 to this Current Report on Form
    8-K, and is incorporated herein by reference.Item 2.03.

    Creation of a Direct
    Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
    of a Registrant.

    The disclosure provided in Item 1.01 of this Current Report
    on Form 8-K is hereby incorporated by reference into this Item 2.03.Item
    8.01.Other Events.

    The Company is supplementing the Company’s risk factors in
    its Annual Report on Form 10-K filed with the SEC on March 29, 2024, and
    Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June
    30, 2024, filed with the SEC on May 10, 2024 and August 14, 2024,
    respectively, with the risk factor set forth below.Servicing our debt will
    require a significant amount of cash, and we may not have sufficient cash flow
    from our business to pay our debt.

    Our ability to make scheduled payments of
    the principal of, to pay interest on or to refinance our indebtedness depends
    on our future performance, which is subject to economic, financial,
    competitive and other factors beyond our control.

    We had, as of June 30, 2024,
    approximately (i) $16.1 million in working capital, (ii) $2.4 million in cash
    and cash equivalents, and (iii) $13.6 million of outstanding indebtedness, net
    of discounts.

    In addition, on August 15, 2024, we amended and restated the
    unsecured promissory note and guaranty previously issued to JXVII Trust that
    increased the principal amount from $7.6 million to $10.0 million.
    0
    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. The Company
    incurred costs of approximately $0.9 million related to the execution of the
    Purchase Agreement.

    Of the total costs incurred, approximately $0.6 million
    was paid in Common Stock to Lincoln Park as a commitment fee and $ 0.03
    million to reimburse Lincoln Park for expenses.

    These transaction costs were
    included in other income / (expenses), net in the consolidated statement of
    operations.

    Approximately $ 0.2 million was incurred for legal fees, which
    were included in administrative and selling expenses on the consolidated
    statement of operations.During the year ended December 31, 2023, the Company
    issued and sold an aggregate of 293,509 shares pursuant to the Purchase
    Agreement and received net proceeds of $ 5.5 million.During the year ended
    December 31, 2023, the Company incurred approximately $ 0.3 million of
    expenses, related to the discount on the issuance of common stock to Lincoln
    Park, which is included in other income / (expenses), net in the consolidated
    statement of operations.

    As the Company’s common stock price is below $15.00
    per share, the Company is unable to utilize the facility.At the Market
    Offering Agreement On June 2, 2023, the Company entered into an At The Market
    Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as
    sales agent (the “Agent”), to create an at-the-market equity program under
    which it may sell up to $50 million of shares of the Company’s common stock
    (the “Shares”) from time to time through the Agent (the “ATM Offering”).

    Under
    the ATM Agreement, the Agent will be entitled to a commission at a fixed rate
    of 3.0 % of the gross proceeds from each sale of Shares under the ATM
    Agreement.
    1
  • Loss: MatryoshkaLoss with these parameters:
    {
        "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

Click to expand
  • 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

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 - 0.63 0.67 0.61 0.635 0.645
1.92 3 - 0.685 0.705 0.7 0.73 0.72
2.56 4 - 0.71 0.715 0.72 0.725 0.725
3.84 6 - 0.715 0.715 0.735 0.74 0.73
4.48 7 - 0.715 0.72 0.73 0.745 0.72
5.76 9 - 0.725 0.725 0.72 0.745 0.715
6.4 10 0.113 0.73 0.725 0.72 0.745 0.715

Framework Versions

  • Python: 3.12.5
  • Sentence Transformers: 3.0.1
  • Transformers: 4.41.2
  • PyTorch: 2.4.1
  • Accelerate: 0.34.2
  • Datasets: 2.19.1
  • Tokenizers: 0.19.1

Citation

BibTeX

Sentence Transformers

@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

@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

@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}
}