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Form 8-K

sec.gov

8-K — BeyondSpring Inc.

Accession: 0001171843-26-006465

Filed: 2026-10-06

Period: 2026-09-30

CIK: 0001677940

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — f8k_100626.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exh_991.htm)

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0001677940

0001677940

2026-09-30

2026-09-30

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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): September

30, 2026

______________________

BeyondSpring

Inc.

(Exact name of registrant as specified

in its charter)

______________________

Cayman

Islands

001-38024

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

100

Campus Drive, West Side, 4th

Floor, Suite

410

Florham

Park, New

Jersey

07932

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 (646)

305-6387

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

Ordinary

Shares, par value $0.0001 per share

BYSI

The

NASDAQ Stock Market LLC

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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 30, 2026, BeyondSpring Inc. (the “Company”)

completed the closing (the “Closing”) of the previously disclosed transactions

under the Share Purchase and Collaboration Agreement, dated as of September 28, 2026 (the “Purchase

and Collaboration Agreement”), by and among the Company, Dalian Wanchunbulin Pharmaceuticals Ltd., a limited liability

company incorporated under the laws of the People’s Republic of China (“China”)

and a majority owned indirect subsidiary of the Company (“Bulin”),

and Biolin Investment Limited, a limited company formed under the laws of Hong Kong (the “Investor”

and, together with the Company and Bulin, the “Parties”).

At the Closing, the Company sold and transferred to the Investor the entire issued share capital in BeyondSpring Ltd., a BVI business

company incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company that indirectly

holds the interests in Bulin (the “Sale”). There is no material relationship

between any of the Parties or any of their respective affiliates, or any director or officer of the Company, or any associate of any such

director or officer, out of the ordinary course of business other than in respect of the transactions contemplated by the Purchase and

Collaboration Agreement, including the Sale, and the Company’s indirect ownership of Bulin prior to the Closing.

As previously disclosed, pursuant to the terms and subject to the conditions set forth in the

Purchase and Collaboration Agreement, the Parties established a strategic collaboration with respect to certain development activities

involving the conduct and completion of the China portion of DUBLIN-4, a global Phase 3 trial of Plinabulin in combination with docetaxel

for the treatment of patients with advanced or metastatic non-squamous non-small cell lung cancer without actionable genomic alterations

whose disease has progressed following prior anti-PD-(L)1 antibody therapy and platinum-based chemotherapy (such trial, the “Ongoing

Trial”). The obligation on the part of the Investor to conduct and complete the China portion of the Ongoing Trial, and to

cause Bulin to take certain actions related thereto, constituted the non-cash consideration for the Sale. No cash consideration was paid

or payable by the Investor to the Company at the Closing. As previously disclosed, the Company will receive access to clinical data generated

from the China portion of the Ongoing Trial.

This Current Report on Form 8-K is being filed to provide unaudited pro forma financial

information for the Company giving effect to the Sale. Specifically, this pro forma financial information gives effect to the completion

of the Sale pursuant to the terms of the Purchase and Collaboration Agreement. There can be no

assurance that the Company’s actual results would have been as set forth in the pro forma financial statements, and such differences

could be material.

The foregoing description of the Purchase and Collaboration Agreement and the transactions contemplated

thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase and Collaboration Agreement, a copy

of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission

on September 29, 2026, and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following pro forma financial information for the Company with respect

to the Sale is filed as Exhibit 99.1 hereto and is incorporated into this item by reference:

·

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026

·

Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and for the

years ended December 31, 2025 and December 31, 2024

·

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(d) Exhibits.

Exhibit No.

Description

10.1*#

Share

Purchase and Collaboration Agreement, dated September 28, 2026, by and among BeyondSpring Inc., Dalian Wanchunbulin Pharmaceuticals Ltd.

and Biolin Investment Limited (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities

and Exchange Commission on September 29, 2026).

99.1

Unaudited Pro Forma Condensed Consolidated Financial Information.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The schedules and exhibits to this Exhibit have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any

section thereof, to the U.S. Securities and Exchange Commission upon its request.

# Portions of this Exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

The Company agrees to furnish supplementally an unredacted copy to the U.S. Securities and Exchange Commission upon its request.

SIGNATURES

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 hereunto duly authorized.

Date: October 6, 2026

BeyondSpring Inc.

By:

/s/ Min Qiu

Name:

Min Qiu

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exh_991.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

INFORMATION

On September 28, 2026, BeyondSpring Inc. (“BYSI” or the “Company”)

entered into a Share Purchase and Collaboration Agreement (the “Agreement”) with Dalian Wanchunbulin Pharmaceuticals Ltd.

(“Bulin”), a majority-owned indirect subsidiary of the Company organized in the People’s Republic of China, and Biolin

Investment Limited (the “Investor”), a Hong Kong limited company.

Pursuant to the Agreement, the Company agreed to sell to the Investor all

of its ownership interests in BeyondSpring Ltd., including its direct and indirect subsidiaries and related investments (the “Sale”),

in exchange for noncash consideration consisting principally of (i) a license to use certain data generated in connection with the DUBLIN-4

clinical trial and (ii) the Investor’s commitment to fund Bulin’s conduct of the trial and the generation and delivery of

such data.

The Sale was completed on September 30, 2026. Effective upon closing, Bulin

granted the Company and its affiliates an exclusive, irrevocable, perpetual, non-terminable, transferable, sublicensable, fully paid-up

and royalty-free license and right to use all data and information generated in connection with the DUBLIN-4 trial conducted in mainland

China (collectively, the “Bulin Data”), for any purpose other than the sale of Plinabulin or the combination product in mainland

China, Hong Kong, Macao and Taiwan. Bulin is required to provide the Company with copies of the Bulin Data as generated following initiation

of the trial, including raw datasets, case report forms and source data arising from the enrollment and participation of trial subjects.

No cash consideration was payable to the Company.

During the three-year period following the closing date (the “Enrollment

Period”), Bulin is required to use commercially reasonable efforts to achieve specified patient-enrollment target (the “Target

Enrollment”). If the Target Enrollment is not achieved by the end of the Enrollment Period, the Investor will be required to return

a portion of the equity interests acquired in the Sale based on the enrollment shortfall, including 100% of such equity interests if the

shortfall is 90% or greater (the “Clawback”). Because the amount and value of the Bulin Data depend on future patient enrollment,

trial performance and data generation, the Company determined that its rights to receive and use the Bulin Data and its rights under the

Clawback are economically interrelated and collectively constitute contingent noncash consideration for the Sale. The contingent consideration

did not meet the definition of a derivative, and the Company elected to account for the arrangement as a gain contingency under ASC 450-30,

accordingly, no amount attributable to the contingent consideration has been reflected in the unaudited pro forma condensed consolidated

financial information. Any gain attributable to the contingent consideration will be recognized when the contingency is resolved and the

gain is realized or realizable.

Following completion of the Sale, the Company no longer controls (i) BeyondSpring

Ltd. and its consolidated subsidiaries, including Bulin and SEED Technology Limited (the “BeyondSpring Ltd. Disposal Group”),

and (ii) SEED Therapeutics Inc. (“SEED”) and its consolidated subsidiaries (the “SEED Disposal Group”). Before

the Sale, the Company controlled SEED through its right to designate a majority of SEED’s Board of Directors, despite holding less

than 50% of SEED’s equity interests, directly and indirectly through SEED Technology Limited. The Sale transferred the indirect

interests to the Investor. After the Sale, the Company retained one common share of SEED and Series A-1 preferred shares representing

approximately 29% of SEED’s voting power on an as-converted basis, together with the right to elect two Series A-1 directors; those

retained interests and rights do not provide the Company with control over SEED.

The following unaudited pro forma condensed consolidated financial information

gives effect to the Sale described above, including the deconsolidation of two disposal groups.

1

The unaudited pro forma condensed consolidated balance sheet as of June

30, 2026 gives effect to the Sale as if it had occurred on June 30, 2026. The unaudited pro forma condensed consolidated statements of

operations for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024 give effect to the Sale as if it had

occurred on January 1, 2024.

The unaudited pro forma condensed consolidated financial information is

provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of

operations had the Sale occurred on the dates indicated, nor does it project the Company’s results of operations or financial condition

for any future period or date. The Company prepared the unaudited pro forma condensed consolidated financial information based on available

information and assumptions that management believes are reasonable as of the date of this filing. The accounting for the Sale and the

related valuation analyses have not been finalized. Accordingly, the pro forma adjustments are based on preliminary estimates and may

be revised as the Company completes its accounting and valuation analyses. Actual results reported by the Company in periods following

the Sale may differ materially from this unaudited pro forma condensed consolidated financial information. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.

BEYONDSPRING INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(Amounts in thousands of U.S. Dollars (“$”), except for number

of shares and per share data)

As Reported

June 30, 2026

Disposal of Business (a)

Other Pro Forma Adjustments

Pro Forma

June 30, 2026

Assets

Current assets:

Cash and cash equivalents

$ 2,697

$ (1,238 )

$ —

$ 1,459

Short-term investment

3,832

(3,832 )

—

—

Advances to suppliers

247

(56 )

—

191

Prepaid expenses and other current assets

273

27

(b)

—

300

Current assets of discontinued operations

2,852

(2,852 )

—

—

Total current assets

9,901

(7,951 )

—

1,950

Noncurrent assets:

Plant and equipment, net

138

(9 )

—

129

Operating right-of-use assets

174

(21 )

—

153

Other noncurrent assets

128

(114 )

—

14

Long-term Equity Investments

—

(35,246 )

(c)

54,077

(d)

18,831

Noncurrent assets of discontinued operations

4,265

(4,265 )

—

—

Total noncurrent assets

4,705

(39,655 )

54,077

19,127

Total assets

$ 14,606

$ (47,606 )

$ 54,077

$ 21,077

Liabilities and equity

Current liabilities:

Accounts payable

$ 790

$ (111 )

$ 400

(e)

$ 1,079

Accrued expenses

1,390

(44 )

—

1,346

Current portion of operating lease liabilities

171

(14 )

—

157

Other current liabilities

1,055

76

(b)

—

1,131

Current liabilities of discontinued operations

10,787

(10,787 )

—

—

Total current liabilities

14,193

(10,880 )

400

3,713

Noncurrent liabilities:

Deferred revenue

29,476

(29,476 )

—

—

Other noncurrent liabilities

4,420

(4,321 )

—

99

Noncurrent liabilities of discontinued operation

2,542

(2,542 )

—

—

Total non-current liabilities

36,438

(36,339 )

—

99

Total liabilities

50,631

(47,219 )

400

3,812

Commitments and contingencies

Shareholders’ deficit:

Ordinary shares

4

—

—

4

Additional paid-in capital

375,814

—

—

375,814

Accumulated deficit

(411,439 )

—

52,923

(f) (g)

(358,516 )

Accumulated other comprehensive income (loss)

55

(92 )

—

(37 )

Total BeyondSpring Inc.’s shareholders’ deficit

(35,566 )

(92 )

52,923

17,265

Noncontrolling interests

(459 )

(295 )

754

(g)

—

Total shareholder’s deficit

(36,025 )

(387 )

53,677

17,265

Total liabilities and shareholders’ deficit

$ 14,606

$ (47,606 )

$ 54,077

$ 21,077

2

BEYONDSPRING INC.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

(Amounts in thousands of U.S. Dollars (“$”), except for number

of shares and per share data)

As Reported

For Six Months ended June 30, 2026

Disposal of Business (a)

Other Pro Forma Adjustments

Pro Forma

For Six Months ended June 30, 2026

Revenue

$ —

$ —

$ —

$ —

Operating expenses

Research and development

(2,049 )

85

—

(1,964 )

General and administrative

(1,914 )

196

—

(1,718 )

Loss from operations

(3,963 )

281

—

(3,682 )

Foreign exchange gain, net

111

(112 )

—

(1 )

Interest income

12

(1 )

—

11

Other income, net

31

(31 )

—

—

Loss before income tax

(3,809 )

137

—

(3,672 )

Income tax expenses

(292 )

292

—

—

Net loss from continuing operations

(4,101 )

429

—

(3,672 )

Less: Net loss attributable to noncontrolling interests from continuing operations

(973 )

219

754

(h)

—

Net loss from continuing operations attributable to BeyondSpring Inc.

$ (3,128 )

$ 210

$ (754 )

$ (3,672 )

Net loss per share, basic and diluted

Continuing operations

$ (0.08 )

$ (0.09 )

Weighted-average shares outstanding

Basic and diluted

41,119,820

41,119,820

3

As Reported

For the Year Ended December 31, 2025

Disposal of Business (a)

Pro Forma

For the Year Ended December 31, 2025

Revenue

$ —

$ —

$ —

Operating expenses

Research and development

(4,388 )

272

(4,116 )

General and administrative

(4,557 )

562

(3,995 )

Loss from operations

(8,945 )

834

(8,111 )

Foreign exchange gain, net

165

(158 )

7

Interest income

78

(2 )

76

Other income, net

77

(77 )

—

Loss before income tax

(8,625 )

597

(8,028 )

Income tax expenses

(90 )

90

—

Net loss from continuing operations

(8,715 )

687

(8,028 )

Less: Net loss attributable to noncontrolling interests from continuing operations

(242 )

242

—

Net loss from continuing operations attributable to BeyondSpring Inc.

$ (8,473 )

$ 445

$ (8,028 )

Net earnings (loss) per share, basic and diluted

Continuing operations

$ (0.21 )

$ (0.20 )

Weighted-average shares outstanding

Basic and diluted

40,406,347

40,406,347

As Reported

For the Year Ended December 31, 2024

Disposal of Business (a)

Pro Forma

For the Year Ended December 31, 2024

Revenue

$ —

$ —

$ —

Operating expenses

Research and development

(2,644 )

335

(2,309 )

General and administrative

(6,110 )

558

(5,552 )

Loss from operations

(8,754 )

893

(7,861 )

Foreign exchange loss, net

(96 )

102

6

Interest income

59

226

285

Other income, net

22

(16 )

6

Loss before income tax

(8,769 )

1,205

(7,564 )

Income tax expenses

(96 )

92

(4 )

Net loss from continuing operations

(8,865 )

1,297

(7,568 )

Less: Net loss attributable to noncontrolling interests from continuing operations

(388 )

388

—

Net loss from continuing operations attributable to BeyondSpring Inc.

$ (8,477 )

$ 909

$ (7,568 )

Net loss per share, basic and diluted

Continuing operations

$ (0.21 )

$ (0.19 )

Weighted-average shares outstanding

Basic and diluted

39,733,191

39,733,191

4

Notes to Unaudited Pro Forma Condensed Consolidated Financial

Information

(Amounts in thousands of U.S. Dollars (“$”),

except for number of shares and per share data)

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated financial information has

been prepared in accordance with Article 11 of Regulation S-X. The historical amounts were derived from the Company’s historical

consolidated financial statements and were adjusted to give effect to the Sale. The unaudited pro forma condensed consolidated financial

information and the accompanying notes should be read in conjunction with:

· the Company’s audited consolidated financial statements and accompanying notes included in its Annual

Report on Form 10-K for the year ended December 31, 2025, filed on March 25, 2026; and

· the Company’s unaudited condensed consolidated financial statements and accompanying notes included

in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed on August 14, 2026.

The pro forma adjustments reflect Transaction Accounting Adjustments, as

defined in Rule 11-02(a)(6)(i) of Regulation S-X, that depict the accounting for the Sale. No Autonomous Entity Adjustments are applicable,

and the Company has elected not to present Management’s Adjustments.

Note 2. Pro Forma Adjustments

The pro forma adjustments are based on the Company’s preliminary

estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed

consolidated financial statements:

(a) Reflects the elimination of the assets and liabilities of the BeyondSpring

Ltd. Disposal Group and the SEED Disposal Group as of June 30, 2026, the elimination of the equity attributable to the noncontrolling

interests, and the elimination of the historical results of operations of the disposal groups as if the Sale had occurred on January 1,

2024. The SEED Disposal Group has been classified as discontinued operations in the historical consolidated financial statements.

(b) Includes the reversal of elimination of intercompany balance between

the Company and the two disposal groups. Amount due from divested entities has been included within prepaid expenses and other current

assets and amount due to divested entities has been included within other current liabilities. Before closing, the Company legally and

irrevocably waived approximately $3,700 intercompany balance owed by a subsidiary in BeyondSpring Ltd. Disposal Group. The waived

liability was accounted for as a capital contribution by the Company to BeyondSpring Ltd., which was excluded from the reversed balance.

(c) Reflects the recognition of the Company’s investment in the disposal

groups at carrying value.

(d) Reflects the elimination of the Company’s investment in the BeyondSpring

Ltd. Disposal Group and the remeasurement of the Company’s remaining interest in the SEED Disposal Group to fair value.

(e) Reflects the accrual of the estimated transaction costs in connection

with the divestiture.

(f) Reflects the recognition of preliminary estimated gain on the Sale as if the transaction had occurred

as of June 30, 2026. The estimated gain presented below is preliminary, and the final gain may differ materially from the amount presented

below. The preliminary gain calculation incorporates the following:

- No amount has been included for the contingent noncash consideration, consisting of the Company’s

rights to receive and use the Bulin Data and its rights under the Clawback, in accordance with the Company’s election to apply the

gain-contingency model under ASC 450-30.

5

- The carrying amount of the BeyondSpring Ltd. Disposal Group’s net assets has been increased by $3,700

following the waiver of the corresponding intercompany balance due to the Company (see Note b).

- An allocation error of $754 between accumulated deficit and noncontrolling interests related to the BeyondSpring

Ltd. Disposal Group has been corrected (see Note g).

Fair value of noncash consideration received

$ —

Less: Estimated transaction costs

(400 )

Net proceeds

(400 )

Fair value of remaining interests in the SEED Disposal Group

18,831

Carrying amount of noncontrolling interests in the disposal groups

295

Less: Carrying amount of net assets of the disposal groups

(34,859 )

BYSI’s cumulative foreign-currency translation adjustment (CTA) reclassified to earnings

92

Pro forma gain on disposition

$ 53,677

The pro forma gain on disposition has not been reflected in the unaudited

pro forma condensed consolidated statements of operations as this amount pertains to discontinued operations and does not impact income

from continuing operations.

(g) Reflects the correction of a $754 allocation error between accumulated deficit and noncontrolling interests

related to the BeyondSpring Ltd. Disposal Group as of June 30, 2026.

(h) Reflects the correction of a $754 error in the historical allocation of net loss from continuing operations

between BeyondSpring Inc. and noncontrolling interests for the six months ended June 30, 2026. There was no effect on consolidated net

loss from continuing operations.

6

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Name Securities Act

-Number 230

-Section 425

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