【文章內(nèi)容簡介】 rules added eight new events that a public pany must include and report on the Form 8K and expanded two existing items already required on Form 8K. Additionally, two items previously required to be disclosed in a pany’s periodic reports were included on Form 8K. [citation deleted]. More specifically, the Form 8K Disclosure Items, as amended and effective on Aug. 23, 2022, address the following sections which are appropriate to this opinion letter, namely Section 2, Financial Information, Item Creation of a Direct Financial Obligation or an Obligation Under an OffBalance Sheet of a Registrant, and Section 3, Securities and Trading Markets, Item , Unregistered Sales of Equity Securities. [Emphasis added. Citation deleted]. (cont.) The following event also have to be disclosed on Form 8K: Entry into material amendment of a material definitive agreement not made in the ordinary course of business. Relating to this requirement to the instant matter which is the subject of this opinion letter, it is arguable that the loan evidenced by a convertible debenture in favor of Golden Gate Investors may have been made in the ordinary course of business, and therefore not required to be disclosed. However, the safer approach for the pany to have taken would have been to disclose this event anyway, inassuch as it could be argued that this was an extraordinary event pursuant to a material definitive agreement between Golden Gate Investors and FCCN, and that is was made outside the ordinary course of business. III. Adequacy and Sufficiency Provided by the Following Disclosures The following resources have been reviewed and investigated to determine the extent to which activities of the pany have been revealed and disclosed to the public in an effort to determine pliance with the SEC regulations. To make such determination, the following documents, available to the public, have been filed with the Securities and Exchange Commission by FCCN which provide the very disclosures intended by the regulations: 1. the reports of the Company files pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended since the fiscal year ended June 30, 2022。 III. Adequacy and Sufficiency Provided by the Following Disclosures 2. the description of the Company’s mon stock contained in its Form 10KSB filed Oct. 1, 2022, including any amendment or report filed for the purpose of updating such description。 3. incorporated by all other reference are all other documents filed by the Company after the date of this particular Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a posteffective amendment to this Registration Statement which indicates that all securities offered have sold or deregisters all securities then remaining unsold. IV. Summary After having examined and reviewed the documents described in this opinion letter, and a review of the laws and regulations governing the disclosure requirements which are set forth in the 1933 Act, the 1934 Act, and Form 8K as amended and modified, it is my unqualified opinion and the professional opinion of this law firm that the shares being issued under a Compensation Plan for the benefit of employees, officers, Directors, and Consultants pursuant to an S8 Registration Statement are legal and within purviews of the 1933 and the 1934 Act. Further, the documents submitted to the SEC, together with the reports filed by the Company and which are available to the public and to any prospective purchase of the securities, are sufficient to provide the required disclosures in accordance with the requirements promulgated by the SEC for the protection of investors and purchasers of the Company’s stock. The disclosures thus made by the Company are sufficient to constitute a prospectus with adequate disclosures as required by regulation and law. (cont.) It would be difficult indeed, if not impossible, for an investor or shareholder to allege that there was not sufficient information and material contained in all of these aforementioned documents, reports, and filings to alert them to the activities of the Company an to fully ply with all of the disclosure requirements and standards required pursuant to the Acts and Form 8K. To the contrary, it is my opinion that collectively all of these means of information were adequate and sufficient to impart the disclosures necessary to fully ply with 1933 and 1934 Act, and as further required by Form 8K. The shares of stock contemplated to be issued by the Company pursuant to the Compensation Plan filed with the SEC on Form S8 are authorized and permissible under the regulation without further registration. The shares to be issued and registered in the amount of 3,000,000 are pliant with the laws and regulations promulgated by the SEC and are to be validly issued. Respectfully, Howard Bruce Abbott Attorney at Law 2. 示例二 Oct. 25, 2022 Board of Directors Avalon Pharmaceuticals, Inc. 2038 Seneca Meadows Parkway Germantown, MD 20876 Ladies and Gentlemen, We are acting as counsel to Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company” ), in connection with its Registration Statement on Form S3, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed public offering of up to $50,000,000 in aggregate amount of one or more series of the following securities of the Company: (i) debt securities (the “Debt Securities”), (ii) shares of pref