Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
In addition to issuances reported in the Current Report on Form 8-K filed with the SEC on July 13, 2021, the Company issued the following unregistered securities during the quarter ended September 30, 2021:
• On July 12, 2021, the Company issued 94,723 shares of common stock to Agility Capital III, LLC in connection with the net exercise of a warrant dated July 8, 2021.
• On July 12, 2021, the Company issued 44,888 shares of common stock to Surewin Capital International Limited in connection with the net exercise of a warrant.
The shares were not registered under the Securities Act, in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act, and Regulation D as promulgated thereunder, and in reliance on the representations, warranties and covenants of the holder. The shares bear a legend restricting further transfer or sale until the shares have been registered under the Securities Act or an exemption from registration thereunder is available.
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
None.
Use of Proceeds from Initial Public Offering
On July 7, 2021, we entered into an underwriting agreement with Boustead Securities, LLC, acting as representative of the several underwriters named in the underwriting agreement, relating to our public offering pursuant to which we agreed to issue and sell 4,200,000 shares of common stock and granted the underwriters a 45-day option to purchase up to an additional 630,000 shares of
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common stock. The shares were sold to the public at a public offering price of $3.00 per share. The public offering closed on July 12, 2021 and we sold an aggregate of 4,830,000 shares of common stock, including 630,000 shares pursuant to the over-allotment option, for total gross proceeds of approximately $14.5 million.
We received approximately $12.360 million of net proceeds from the sale of the common stock after deducting underwriting discounts and commissions of approximately $1.3 million and estimated offering expenses of approximately $1.7 million payable by us. We currently intend to use up to approximately $6.0 million of the net proceeds from our initial public offering to fund the expansion of our sales and marketing activities, with the balance added to working capital which may include the funding of strategic acquisitions. We have not yet identified any acquisition candidates.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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