Newegg Commerce, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) None. (b) The section entitled “Use of Proceeds” from our registration statement filed on November 12, 2009, as amended (the “Registration Statement”) is incorporated herein by reference. The effective date of the Registration Statement is March 26, 2010, and the SEC file number assigned to the Registration Statement is 333-163041. The Registration Statement registered the offering of up to 1,500,000 common shares (the “Offering”). As of September 30, 2011, the Company has spent proceeds from the Offering in accordance with the following table: Description of Use Proposed Expenditure Amount Actual Expenditures through September 30, 2011 Product Research and Development $ 2,650,333 $ 2,383,677 Marketing 3,180,399 4,518,391 Potential Acquisitions 2,120,266 - Working Capital 2,650,333 3,421,310 Total $ 10,601,331 $ 10,323,378 Because we have not yet completed any acquisitions, our management determined that it was in the best interest of the Company to devote the Offering proceeds to continue to grow our business. In particular, we exceeded our anticipated marketing expenditures by $1,337,992 and our anticipated working capital expenditures by $770,977, in part by participating in several international medical device manufacturer fairs. To the extent we are able to engage in acquisitions, we will need to rely on a variety of sources of funding, including but not limited to remaining Offering proceeds, operating cash and debt and/or equity financing. (c) None. Item 3. Defaults upon Senior Securities. None. Item 4. (Removed and Reserved). 13