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
LLC (formerly known as 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.
38
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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.