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When an issuance includes common stock (or the equivalent) and warrants, is it necessary to attribute a value to warrants for purposes of determining whether the common stock portion is at a discount?

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When an issuance includes common stock (or the equivalent) and warrants, is it necessary to attribute a value to warrants for purposes of determining whether the common stock portion is at a discount?

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Yes. A value of $0.125 (plus any amount that the warrant in the money) is attributed to each warrant. For example, consider a company with a market value of common stock of $10 per share. In the transaction, the company will issue units consisting of one share of common stock and one warrant exercisable at $10 per share. NASDAQ will consider the common stock to be issued at a discount unless the issuance price of the units is at least $10.125. This is without regard to whether the warrants are immediately exercisable.

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