Item 2. Unregistered Sales of Equity Securities
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a) Unregistered
Sales of Equity Securities.
None.
(b) Use
of Proceeds.
On
July 22, 2021, we closed our initial public offering pursuant to which we offered and sold 3,000,000 shares of our common stock at an
offering price of $6.00 per share (for aggregate gross proceeds of $18,000,000), pursuant to our Registration Statement on Form S-1 (as
amended) (File No. 333-255134), which was declared effective by the SEC on July 20, 2021, as amended by the Registration Statement on
Form S-1 MEF (File No. 333-258058) filed with the SEC on July 20, 2021 and effective as of the date of filing. After deducting underwriting
discounts and commissions of approximately $1,260,000, and other offering expenses payable by us of approximately $1,567,150, we received
approximately $15,849,037 in net proceeds from our initial public offering. ThinkEquity, a division of Fordham Financial Management,
Inc. acted as the representative of the several underwriters for the offering. We also granted a 45-day option to the representative
of the underwriters to purchase up to 450,000 additional shares of common stock solely to cover over-allotments, if any, which expired
unexercised.
At
the time of the initial public offering, the primary use of the net proceeds was as follows: (i) approximately $1,500,000 for production
and marketing of our larger fully equipped boats.; (ii) approximately $2,500,000 for the design, development, testing, manufacturing
and marketing of our new line of electric boats; (iii) approximately $6,000,000 for the design, development, testing, manufacturing and
marketing of our fully electric propulsion system; (iv) approximately $3,500,000 for acquisition of waterfront property and development
of the Electra Power Sports- EV Innovation & Testing Center, in Fort Pierce, Florida to build, design and manufacture our electric
propulsion systems and (v) the balance for working capital.
It
was originally anticipated that we would retrofit a gas-powered boat with an electric motor that would be designed by us and that we
would also sell the motors to other third-party boat manufacturers to retrofit their boats. The retrofitting would require extensive
development, testing and manufacturing of multiple variations of electric motors. However, consumer preference in the electric marine
market was and is trending towards a single purchase of a fully integrated electric boat rather than a retrofitted existing gas and diesel
fuel powered boat with electric outboard motors and battery packs. Therefore, we decided not to continue designing electric motors for
retrofitting, resulting in us no longer needing any funding for the design, development, testing, manufacturing and marketing of our
fully electric propulsion system and instead those funds are anticipated to be used for working capital needs. The remaining planned
use of proceeds has not changed since the initial public offering.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
Not
Applicable.
ITEM 4.
MINE SAFETY DISCLOSURES.
Not
Applicable.
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