On October 11, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with B. Riley Securities Inc. (“B. Riley”), as underwriter, in connection with the Company’s offer and sale of 6,785,715 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company at a price to the public of $2.10 per share (the “Offering”). The aggregate net proceeds to us from the Offering are expected to be approximately $12.8 million (excluding any sale of shares of Common Stock pursuant to the over-allotment option granted to the Underwriters), after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the proceeds for general corporate purposes. The Offering is expected to close on or about October 16, 2023, subject to satisfaction of customary closing conditions. In addition, the Company granted B. Riley a 30-day option to purchase up to 1,017,857 shares of Common Stock to cover over-allotments, if any, at the public offering price, less the underwriting discounts and commissions.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and B. Riley, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties and covenants described in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors and officers have entered into “lock-up” agreements with B. Riley that generally prohibit, without the prior written consent of B. Riley, the sale, transfer or other disposition of securities of the Company for a period of 90 days. The foregoing description is a summary and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
The Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-274444) initially filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2023 and declared effective on September 27, 2023, and a prospectus supplement thereunder. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, White & Case LLP, regarding certain Delaware law issues concerning the shares of Common Stock sold in the Offering.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
On October 10, 2023, we issued a press release announcing the commencement of the Offering, and on October 11, 2023, we issued a press release announcing that we had priced the offering. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2 hereto, respectively.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
