Item 8.01 Other Events.
On April 29, 2021, the Company, filed a Current Report on Form 8-K (the "April
Form 8-K") reporting that it had closed a firm commitment public offering (the
"Offering") of (i) 2,419,355 shares of the Company's common stock, par value
$0.001 (the "Common Stock") and (ii) warrants issued pursuant to the terms of a
Warrant Agent Agreement with American Stock Transfer and Trust Company, LLC, as
warrant agent, with a term of 5 years, to purchase an aggregate of up to 604,839
shares of Common Stock at an exercise price of $8.24 per share, subject to
customary adjustments thereunder (the "Warrants"). The underwriter was also
provided with a 45-day option and right to purchase up to an additional 362,903
shares of Common Stock (the "Option Shares") and Warrants to purchase up to an
additional 90,726 shares of Common Stock (the "Option Warrants"), on the same
terms as the securities sold in the Offering (the "Over-Allotment Option").
The April Form 8-K also reported the issuance to the underwriter in the
Offering, as a portion of its compensation, of warrants to purchase up to
120,698 shares of Common Stock, at an initial exercise price of $6.82 per share,
subject to certain adjustments (the "Underwriter's Warrants") and the right to
be issued additional Underwriter's Warrants to purchase up to 5% of the number
of Option Shares purchased by the underwriter pursuant to the Over-Allotment
Option, with the same terms as the Underwriter's Warrants issued to the
underwriter at the closing of the Offering.
On May 27, 2021, the underwriter, exercised the Over-Allotment Option, in full,
to purchase an additional 362,903 Option Shares and Option Warrants to purchase
up to an additional 90,726 shares of Common Stock, on the same terms as the
securities sold in the Offering, resulting in additional aggregate gross
proceeds from the Offering of approximately $2,250,000 less applicable
underwriter discounts and a non-accountable expense allowance. The underwriter
was also issued additional Underwriter's Warrants to purchase up to an
additional 18,145 shares of Common Stock, in connection with its exercise of the
Over-Allotment Option.
This Form 8-K contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express the Company's
intentions, beliefs, expectations, strategies, predictions or any other
statements related to the Company's future activities, or future events or
conditions. These statements are based on current expectations, estimates and
projections about the Company's business based, in part, on assumptions made by
its management. These statements are not guaranties of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in the forward-looking statements due to numerous
factors, including those risks that may be included in documents that the
Company files from time to time with the SEC. Any forward-looking statements
speak only as of the date on which they are made, and the Company undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this Form 8-K, except as required by law.
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