Form 8-K
8-K — Angel Studios, Inc.
Accession: 0001104659-26-042150
Filed: 2026-04-13
Period: 2026-04-10
CIK: 0001865200
SIC: 7812 (SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2611364d2_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2611364d2_ex1-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2611364d2_ex5-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2611364d2_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 10, 2026
Angel Studios, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-41150
86-3483780
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
295 W Center St.
Provo, UT 84601
(Address of principal executive offices)
(760) 933-8437
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class
Trading
symbol(s)
Name of each
exchange on which
registered
Class A Common Stock, par value $0.0001 per share
ANGX
The New York Stock Exchange
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
Entry into a Material Definitive Agreement.
On April 10, 2026, Angel Studios, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and
Roth Capital Partners, LLC, as the representative of the several underwriters listed on Schedule I thereto (the
“Underwriters”), for the issuance and sale by the Company of 14,300,000 shares of its Class A common stock, par value
$0.0001 per share (the “Common Stock”) at a price to the public of $2.10 per share (the “Offering”). The
Company expects to receive net proceeds from the Offering of approximately $28.0 million, after deducting underwriting
discounts and commissions and estimated offering expenses. In addition, the Company granted the Underwriters an option for 30 days
to purchase up to an additional 2,145,000 shares of Common Stock.
The Underwriting Agreement includes customary representations,
warranties, covenants and closing conditions. The Underwriting Agreement also provides for customary indemnification by the Underwriters
of the Company, its directors and certain of its officers, and by the Company of the Underwriters and certain affiliated entities of the
Underwriters, for certain liabilities, and affords certain rights of contribution with respect thereto. The Offering is expected to close
on or about April 13, 2026, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s
effective shelf registration statement on Form S-3 (File No. 333-291514), which has been filed with the Securities and Exchange Commission.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference.
The foregoing summary does not purport to be a
complete description and is qualified in its entirety by reference to the Underwriting Agreement.
A copy of the legal opinion and consent of Mayer
Brown LLP relating to the validity of the issuance and sale of the Common Stock is attached as Exhibit 5.1 hereto and is incorporated
herein by reference.
Item 8.01
Other Events.
On April 10, 2026, the Company issued a press release
announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference
into this Item 8.01.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
1.1
Underwriting Agreement, dated April 10, 2026, between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein.
5.1
Opinion of Mayer Brown LLP.
23.1
Consent of Mayer Brown LLP (included in Exhibit 5.1).
99.1
Press Release Announcing the Pricing of the Offering, dated April 10, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ANGEL STUDIOS, INC.
Date: April 10, 2026
By:
/s/ Scott Klossner
Name:
Scott Klossner
Title:
Chief Financial Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2611364d2_ex1-1.htm · Sequence: 2
Exhibit 1.1
ANGEL STUDIOS, INC.
UNDERWRITING
AGREEMENT
14,300,000 Shares
of Common Stock
April 10, 2026
Roth Capital Partners,
LLC
As the Representative
of the
Several Underwriters
Named on Schedule I hereto
c/o Roth Capital
Partners, LLC
888 San Clemente
Drive, Suite 400
Newport Beach,
CA 92660
Ladies and Gentlemen:
Angel
Studios, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein,
to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter,” and together, the
“Underwriters”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”),
an aggregate of 14,300,000 authorized but unissued shares (the “Firm Shares”) of Class A common stock, par value
$0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon
the terms and conditions set forth in Section 4 hereof, up to an additional 2,145,000 shares of Common Stock (the “Option
Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
The
Company and the Underwriters hereby confirm their agreement as follows:
1. Registration
Statement and Prospectus.
The
Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (File No. 333-291514) under the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations (the “Rules and Regulations”) of the Commission thereunder relating to the Shares
and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this
Agreement. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission.
The registration statement, together with the amendments prior to the date of this Agreement, including the information (if any) deemed
to be a part of, or incorporated by reference into, the registration statement at the time of effectiveness pursuant to Rule 430B
under the Securities Act, or at such time as the case may be, is hereinafter referred to as the “Registration Statement”
and the related prospectus, dated December 4, 2025, included in the Registration Statement at the time the Registration Statement
first became effective is hereinafter called the “Base Prospectus.” If the Company has filed or files an abbreviated
registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”),
then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement.
The
Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus
relating to the Shares. The final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final
Prospectus.” The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary
prospectus supplement used or filed with the Commission pursuant to Rule 424 of the Rules and Regulations, in the form provided
to the Underwriters by the Company for use in connection with the offering of the Shares. Such Final Prospectus and any Preliminary Prospectus
in the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the
Base Prospectus as so supplemented) is hereinafter called a “Prospectus.” Reference made herein to the Base Prospectus,
any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein
and any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission thereunder, incorporated by reference in such Preliminary Prospectus or the Prospectus,
as the case may be. The term “Effective Date” shall mean each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective.
The
Commission has not notified the Company of any objection to the use of the form of Registration Statement or any post-effective amendment
thereto.
2. Representations
and Warranties of the Company Regarding the Offering.
(a) The
Company represents and warrants to, and agrees with, the Underwriters, as of the date hereof, as of the Closing Date (as defined in Section 4(d) below)
and as of each Option Closing Date (as defined in Section 4(b) below), as follows:
(i) Eligibility.
The Company meets the requirements for the use of Form S-3 under the Securities Act, including the transaction requirements set
forth in General Instruction I.B.1 of such form. With respect to the foregoing sentence, the Commission has confirmed to the Company
that it does not object to the Company’s use of Form S-3 notwithstanding the 12-month period requirement in General Instruction
I.B.1 of Form S-3.
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(ii) No
Material Misstatements or Omissions. At each time of effectiveness, at the date hereof, at the Closing Date, and at each Option Closing
Date, if any, the Registration Statement and any post-effective amendment thereto complied or will comply in all material respects with
the requirements of the Securities Act and the Rules and Regulations and did not, does not, and will not, as the case may be, contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Time of Sale Disclosure Package (as defined in Section 2(a)(iii)(A)(1) below) as of 7:35 a.m. (Eastern
time) (the “Applicable Time”) on the date hereof, at the Closing Date and on each Option Closing Date, if any, and
the Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities
Act, at the Closing Date and at each Option Closing Date, if any, when considered together with the Time of Sale Disclosure Package,
did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from
the Registration Statement, the Time of Sale Disclosure Package or any Prospectus in reliance upon, and in conformity with, written information
furnished to the Company by the Underwriters specifically for use in the preparation thereof, which written information is described
in Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the
Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus
is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated
or threatened by the Commission.
(iii) Marketing
Materials. The Company has not distributed any prospectus or other offering material in connection with the offering and sale of
the Shares other than the Time of Sale Disclosure Package and the roadshow or investor presentations delivered to and approved by the
Representative for use in connection with the marketing of the offering of the Shares (the “Marketing Materials”).
(iv) Accurate
Disclosure. (A) The Company has provided a copy to the Underwriters of each Issuer Free Writing Prospectus (as defined below)
used in the sale of Shares. The Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and
no order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in effect and no proceedings for
such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.
When taken together with the rest of the Time of Sale Disclosure Package or the Final Prospectus, no Issuer Free Writing Prospectus,
as of its issue date and at all subsequent times through the completion of the public offer and sale of Shares, has, does or will include
(1) any untrue statement of a material fact or omission to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or (2) information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Final Prospectus. The representations
and warranties set forth in the immediately preceding sentence shall not apply to statements in or omissions from the Time of Sale Disclosure
Package, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished
to the Company by the Underwriters specifically for use in the preparation thereof, which written information is described in Section 7(f).
As used in this paragraph and elsewhere in this Agreement:
(1) “Time
of Sale Disclosure Package” means the Base Prospectus, the Prospectus most recently filed with the Commission before the
time of this Agreement, including any preliminary prospectus supplement deemed to be a part thereof, each Issuer Free Writing Prospectus,
and the description of the transaction provided by the Underwriters included on Schedule II.
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(2) “Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities
Act, relating to the Shares that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing
pursuant to Rule 433(d)(5)(i) or (d)(8) under the Securities Act, in each case in the form filed or required to be filed
with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under
the Securities Act.
(B) At
the time of filing of the Registration Statement and at the date hereof, the Company was not and is not an “excluded issuer”
as defined in Rule 164 under the Securities Act. The Company is an “ineligible issuer” in connection with the offering
pursuant to Rules 164, 405 and 433 under the Securities Act.
(C) Each
Issuer Free Writing Prospectus listed on Schedule III satisfied, as of its issue date and at all subsequent times through the
Prospectus Delivery Period (as defined below), all other conditions as may be applicable to its use as set forth in Rules 164 and
433 under the Securities Act, including any legend, record-keeping or other requirements.
(v) Financial
Statements. The financial statements of the Company, together with the related notes and schedules, included or incorporated by reference
in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply in all material respects with the
applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder,
and fairly present the financial condition of the Company and its consolidated subsidiaries as of the dates indicated and the results
of operations and changes in cash flows for the periods therein specified in conformity with U.S. generally accepted accounting principles
(“GAAP”) consistently applied throughout the periods involved. No other financial statements or schedules are required
under the Securities Act, the Exchange Act, or the Rules and Regulations to be included or incorporated by reference in the Registration
Statement, the Time of Sale Disclosure Package or the Final Prospectus.
(vi) Independent
Accountants. To the Company’s knowledge, Tanner LLP, which has expressed its opinion with respect to the financial statements
and schedules incorporated by reference as a part of the Registration Statement and incorporated by reference in the Registration Statement,
the Time of Sale Disclosure Package and the Final Prospectus, is an independent registered public accounting firm with respect to the
Company within the meaning of the Securities Act and the Rules and Regulations.
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(vii) Accounting
and Disclosure Controls. The Company maintains systems of “internal control over financial reporting” (as defined under
Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by,
or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by references
in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for
in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since
the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the
Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The
Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to the Company
and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within
those entities; and except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus,
such disclosure controls and procedures are effective.
(viii) Forward-Looking
Statements. The Company had a reasonable basis for, and made in good faith, each “forward-looking statement” (within
the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained or incorporated by reference
in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus or the Marketing Materials.
(ix) Statistical
and Marketing-Related Data. All statistical or market-related data included or incorporated by reference in the Registration Statement,
the Time of Sale Disclosure Package or the Final Prospectus, or included in the Marketing Materials, are based on or derived from sources
that the Company reasonably believes to be reliable and accurate, and the Company has obtained the written consent to the use of such
data from such sources, to the extent required.
(x) Trading
Market. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is approved for listing on the
New York Stock Exchange (the “NYSE”). There is no action pending by the Company or, to the Company’s knowledge,
the NYSE to delist the Common Stock from the NYSE, nor has the Company received any notification that the NYSE is contemplating terminating
such listing. When issued, the Shares will be listed on the NYSE.
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(xi) Absence
of Manipulation. The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that
would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Shares.
(xii) Investment
Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the net proceeds
thereof, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.
3. Representations
and Warranties Regarding the Company.
(a) The
Company represents and warrants to, and agrees with, the Underwriters, as of the date hereof, as of the Closing Date and as of each Option
Closing Date, as follows:
(i) Good
Standing. Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation or other entity
in good standing under the laws of its jurisdiction of incorporation. The Company and each of its subsidiaries has the power and authority
(corporate or otherwise) to own its properties and conduct its business as currently being carried on and as described in the Registration
Statement, the Time of Sale Disclosure Package and the Final Prospectus, and is duly qualified to do business as a foreign corporation
or other entity in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business
makes such qualification necessary, except where the failure to so qualify would not have or be reasonably likely to result in a material
adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the
Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material
Adverse Effect”). The subsidiaries set forth on Schedule IV attached hereto are the only “significant subsidiaries” of
the Company, as that term is defined in Rule 1-02(w) of Regulation S-X under the Exchange Act.
(ii) Authorization.
The Company has the power and authority to enter into this Agreement and to authorize, issue and sell the Shares as contemplated by this
Agreement. This Agreement has been duly authorized by the Company, and when executed and delivered by the Company, will constitute the
valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to
indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
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(iii) Contracts.
The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) result
in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation
to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any of its subsidiaries is bound
or affected, in each case, except as is not reasonably likely to result in a Material Adverse Effect, (B) conflict with, result
in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture
or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any of its subsidiaries
is a party or by which any property or asset of the Company or any of its subsidiaries is bound or affected, except to the extent that
such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Effect, or (C) result
in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s certificate of incorporation
or by-laws.
(iv) No
Violations of Governing Documents. Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate
of incorporation, by-laws or other equivalent organizational or governing documents.
(v) Consents.
No consents, approvals, orders, authorizations or filings are required on the part of the Company and its subsidiaries in connection
with the execution, delivery or performance of this Agreement and the issue and sale of the Shares, except (A) the registration
under the Securities Act of the Shares, which has been effected, (B) the necessary filings and approvals from the NYSE to list the
Shares, (C) such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign
securities or Blue Sky laws and the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
in connection with the purchase and distribution of the Shares by the Underwriters, (D) such consents and approvals as have been
obtained and are in full force and effect, and (E) such consents, approvals, orders, authorizations and filings the failure of which
to make or obtain is not reasonably likely to result in a Material Adverse Effect.
(vi) Capitalization.
The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the
Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully
paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof
in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock
or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable
and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims. Except for the issuances of options
or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration
Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or
exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company
any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and
validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive,
registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration
Statement, the Time of Sale Disclosure Package and the Final Prospectus.
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(vii) Taxes.
Each of the Company and its subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined)
required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof
and (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes
imposed on or assessed against the Company or such respective subsidiary. The provisions for taxes payable, if any, shown on the financial
statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus
are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated
financial statements. No issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns
or taxes asserted as due from the Company or its subsidiaries to the Company’s knowledge, and no waivers of statutes of limitation
with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes”
means all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and
any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns,
declarations, reports, statements, and other documents required to be filed in respect to taxes.
(viii) Material
Change. Since the respective dates as of which information is given (including information incorporated by reference) in the Registration
Statement, the Time of Sale Disclosure Package or the Final Prospectus, (a) neither the Company nor any of its subsidiaries has
incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary
course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to
its capital stock, (c) there has not been any change in the capital stock of the Company or any of its subsidiaries (other than
a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or
warrants, upon the conversion of outstanding shares of preferred stock or other convertible securities or the issuance of restricted
stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary
course of business), (d) there has not been any material change in the Company’s or its subsidiaries’ long-term or short-term
debt, and (e) there has not been the occurrence of any Material Adverse Effect.
(ix) Absence
of Proceedings. There is not pending or, to the knowledge of the Company or any of its subsidiaries, threatened, any action, suit
or proceeding to which the Company or its subsidiaries is a party or of which any property or assets of the Company or its subsidiaries
is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely
to result in a Material Adverse Effect.
-8-
(x) Permits.
The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits,
easements, consents, certificates and orders (“Permits”) of any governmental or self-regulatory agency, authority
or body required for the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure
to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect or adversely affect the consummation
of the transactions contemplated by this Agreement.
(xi) Good
Title. The Company and each of its subsidiaries has good and marketable title to all property (whether real or personal) described
in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus as being owned by them that are material
to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects,
except those that are disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and those
that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries
is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not
interfere in any material respect with the conduct of the business of the Company and its subsidiaries.
(xii) Intellectual
Property. The Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade
secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and
its subsidiaries as currently carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the
Final Prospectus. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries involves or gives rise
to any infringement of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license or
fee is not reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any
notice alleging any such infringement or fee. To the Company’s knowledge, none of the technology employed by the Company or its
subsidiaries has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any
of its subsidiaries, to the Company’s knowledge, any of the officers, directors or employees of the Company, or, to the Company’s
knowledge, otherwise in violation of the rights of any persons.
(xiii) Employment
Matters. No material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the knowledge of the
Company, is imminent or threatened. The Company is not aware of any existing or imminent labor disturbance by the employees of any of
its or its subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, individually or in the aggregate,
may reasonably be expected to result in a Material Adverse Effect. There is no unfair labor practice complaint pending against the Company
or its subsidiaries, nor to the Company’s knowledge, threatened against any of them, before the National Labor Relations Board,
any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out
of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s
knowledge, threatened against any of them.
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(xiv) ERISA
Compliance. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding deficiency”
(as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than events with
respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred or could reasonably
be expected to occur with respect to any employee benefit plan of the Company or its subsidiaries which would reasonably be expected
to, singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan of the Company or its subsidiaries is
in compliance in all material respects with applicable law, including ERISA and the Code. The Company and its subsidiaries have not incurred
and could not reasonably be expected to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from,
any pension plan (as defined in ERISA). Each pension plan for which the Company or its subsidiaries would have any liability that is
intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by
failure to act, which could, singularly or in the aggregate, cause the loss of such qualification.
(xv) Environmental
Matters. The Company and each of its subsidiaries is in compliance with all foreign, federal, state and local rules, laws and regulations
relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or
the environment which are applicable to their businesses (“Environmental Laws”), except where the failure to comply
has not had and would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect. There has been no
storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other
wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge,
any other entity for whose acts or omissions the Company is or may otherwise be liable) upon any of the property now or previously owned
or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation,
order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation,
order, judgment, decree or permit, give rise to any liability, except for any violation or liability which has not had and would not
reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect; and there has been no disposal, discharge,
emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes
or other hazardous substances with respect to which the Company has knowledge.
(xvi) Sarbanes-Oxley
Act. There has been no failure on the part of the Company to comply in all material respects with all applicable provisions of the
Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.
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(xvii) Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all
material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. “Governmental
Entity” shall be defined as any arbitrator, court, governmental body, regulatory body, administrative agency or other authority,
body or agency (whether foreign or domestic) having jurisdiction over the Company or any of its subsidiaries or any of their respective
properties, assets or operations.
(xviii) Foreign
Corrupt Practices Act. None of the Company, its subsidiaries, or any director or officer of the Company or any of its subsidiaries,
or, to the knowledge of the Company, any employee, representative, agent, affiliate of the Company or any of its subsidiaries or any
other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of
interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term
is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention
of the FCPA and the Company and its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses
in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected
to continue to ensure, continued compliance therewith.
(xix) OFAC.
None of the Company, its subsidiaries or any director or officer of the Company, or, to the knowledge of the Company, any employee, representative,
agent or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries
is currently subject to, and since April 24, 2019 has not knowingly engaged in any dealings or transactions with any person, or
in any country or territory, that at the time of the dealing or transactions is or was the subject of, any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly
or indirectly use the proceeds of the offering of the Shares contemplated hereby, or lend, contribute or otherwise make available such
proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered
by OFAC.
(xx) Insurance.
The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate
for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar
industries.
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(xxi) Books
and Records. The minute books of the Company and each of its subsidiaries on or after January 1, 2025, have been made available
to the Underwriters and counsel for the Underwriters, and such books (i) contain a complete summary of all meetings and actions
of the board of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interest
holders, as applicable), and each of its subsidiaries since the time of its respective incorporation or organization through the date
of the latest meeting and action, and (ii) accurately in all material respects reflect all transactions referred to in such minutes.
(xxii) No
Undisclosed Contracts. There is no Contract or document required by the Securities Act or by the Rules and Regulations to be
described in the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit
to the Registration Statement which is not so described or filed therein as required; and all descriptions of any such Contracts or documents
contained in the Registration Statement, the Time of Sale Disclosure Package and in the Final Prospectus are accurate and complete descriptions
of such documents in all material respects. Other than as described in the Registration Statement, the Time of Sale Disclosure Package
and the Final Prospectus, no such Contract has been suspended or terminated for convenience or default by the Company or any of its subsidiaries
or, to the Company’s knowledge, any of the other parties thereto, and neither the Company nor any of its subsidiaries has received
notice or has knowledge of, any such pending or threatened suspension or termination.
(xxiii) No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on
the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliers of the Company or any
of its subsidiaries on the other hand, which is required to be described in the Registration Statement, the Time of Sale Disclosure Package
or the Final Prospectus and which is not so described.
(xxiv) Insider
Transactions. All transactions by the Company or any of its subsidiaries with directors, officers or control persons of the Company
or any of its subsidiaries have been duly approved by the board of directors of the Company, or duly appointed committees or officers
thereof, if and to the extent required under applicable law.
(xxv) No
Registration Rights. No person or entity has the right to require registration of shares of Common Stock or other securities of the
Company within 90 days of the date hereof because of the filing or effectiveness of the Registration Statement or otherwise, except for
persons and entities who have expressly waived such right in writing or who have been given timely and proper written notice and have
failed to exercise such right within the time or times required under the terms and conditions of such right. Except as described in
the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there are no persons with registration rights
or similar rights to have any securities registered by the Company or any of its subsidiaries under the Securities Act.
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(xxvi) Continued
Business. No supplier, customer, distributor or sales agent of the Company or any of its subsidiaries has notified the
Company or any of its subsidiaries that it intends to discontinue or decrease the rate of business done with the
Company or any of its subsidiaries, except where such discontinuation or decrease has not resulted in and could not reasonably be expected
to result in a Material Adverse Effect.
(xxvii) IT
Systems and Data Security. The Company and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate for,
and operate and perform in all material respects as required in connection with the operation of the business of the Company and its
subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants
except where such bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants have not resulted in, and could not
reasonably be expected to result in, a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially
reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity,
continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive,
confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as disclosed
in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, there have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person (which notification was not made), nor any incidents under internal review or investigations relating
to the same. The Company and its subsidiaries are in compliance with all applicable laws or statutes and all judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized
use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
(xxviii) Off-Balance
Sheet Arrangements. There are no material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K) that, individually
or in the aggregate, have or are reasonably likely to have a material current or future effect on the business, prospects, financial
condition, revenues or expenses, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources
of the Company and its subsidiaries taken as a whole.
(xxix) FINRA
Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel or, to
the Company’s knowledge, its officers and directors and the holders of any securities (debt or equity) or options to acquire any
securities of the Company in connection with the offering of the Common Stock is true, complete, correct and compliant with FINRA’s
rules, and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is
true, complete, correct and compliant in all material respects.
-13-
(xxx) No
Finder’s Fee. There are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder’s,
consulting or origination fee with respect to the introduction of the Company to the Underwriters or the sale of the Shares hereunder
or any other arrangements, agreements, understandings, payments or issuances with respect to the Company that may affect the Underwriters’
compensation, as determined by FINRA.
(xxxi) No
Financial Advisor. Other than the Underwriters, no person has the right to act as an underwriter or as a financial advisor to the
Company in connection with the transactions contemplated hereby.
(xxxii) Certain
Statements. The statements set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus
under the captions “Regulation,” insofar as they purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair, and under the caption “Description of Common Stock and Preferred Stock” insofar
as they purport to constitute a summary of (i) the terms of the Company’s outstanding securities, (ii) the terms of the
Shares and (iii) the terms of the documents referred to therein, are accurate, complete and fair in all material respects.
(xxxiii) Prior
Sales of Shares. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus,
the Company has not sold or issued any shares of Common Stock during the six-month period preceding the date hereof, including any sales
pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit
plans, stock option plans or other employee compensation plans or pursuant to outstanding preferred stock, options, rights or warrants
or other outstanding convertible securities.
(b) Any
certificate signed by any officer of the Company and delivered to the Representative on behalf of the Underwriters or to counsel for
the Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
4. Purchase,
Sale and Delivery of Shares.
(a) On
the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase the Firm Shares set
forth opposite the name of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company
for each Firm Share shall be $1.9845 per share.
-14-
(b) The
Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties
and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase at the
purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments
made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares
shall be $1.9845 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth
(30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option
Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the
Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided,
however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first
business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which
the option shall have been exercised unless the Company and the Representative otherwise agree. If the Underwriters elect to purchase
less than all of the Option Shares, the Company agrees to sell to the Underwriters the number of Option Shares obtained by multiplying
the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable,
set forth opposite the name of the Underwriters in Schedule I hereto under the caption “Number of Option Shares to be Sold”
and the denominator of which is the total number of Option Shares.
(c) Payment
of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same
office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The
Firm Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters, against
payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Roth
Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or such other location as may be mutually acceptable,
at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or
if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representative
and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such
date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing
Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall
be in such denominations as the Representative may request to the account of the Underwriters, which delivery shall with respect to the
Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It
is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. The
Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for
any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or
any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter
from any of its obligations under this Agreement.
-15-
5. Covenants.
(a) The
Company covenants and agrees with the Underwriters as follows:
(i) The
Company shall prepare the Final Prospectus in a form approved by the Representative and file such Final Prospectus pursuant to Rule 424(b) under
the Securities Act promptly following the execution and delivery of this Agreement.
(ii) During
the period beginning on the date hereof and ending on the later of the Closing Date or such date the Final Prospectus is no longer required
by law to be delivered in connection with sales by an Underwriter or dealer (the “Prospectus Delivery Period”), prior
to amending or supplementing the Registration Statement, including any Rule 462 Registration Statement, the Time of Sale Disclosure
Package or the Final Prospectus, the Company shall furnish to the Representative for review and comment a copy of each such proposed
amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representative reasonably
objects in a timely manner.
(iii) From
the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise the Representative in writing
(A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of
the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time
of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, (C) of the time and date that any post-effective
amendment to the Registration Statement becomes effective and (D) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Time of Sale Disclosure
Package, the Final Prospectus or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing
or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation,
or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at
any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the
earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) or 430C,
as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or
Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or 164(b) of the
Securities Act).
-16-
(iv) (A) During
the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and hereafter
amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act, as now and hereafter amended,
so far as necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof, the Time
of Sale Disclosure Package, the Registration Statement and the Final Prospectus. If during the Prospectus Delivery Period any event occurs
the result of which would cause the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers, the
Time of Sale Disclosure Package) to include an untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or
appropriate in the opinion of the Company or its counsel or the Representative or counsel to the Underwriters to amend the Registration
Statement or supplement the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers, the Time of
Sale Disclosure Package) to comply with the Securities Act, or to file under the Exchange Act any document that would be deemed to be
incorporated by reference in the Final Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will promptly
notify the Representative, allow the Representative the opportunity to provide reasonable comments on such amendment, prospectus supplement
or document, and will amend the Registration Statement or supplement the Final Prospectus (or if the Final Prospectus is not yet available
to prospective purchasers, the Time of Sale Disclosure Package) or file such document (at the expense of the Company) so as to correct
such statement or omission or effect such compliance.
(B) If
at any time during the Prospectus Delivery Period there occurred or occurs an event or development the result of which such Issuer Free
Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or any Prospectus or included
or would include, when taken together with the Time of Sale Disclosure Package, an untrue statement of a material fact or omitted or
would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at
that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its
own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(v) The
Company shall take or cause to be taken all necessary action to qualify the Shares for sale under the securities laws of such jurisdictions
as the Representative reasonably designates and to continue such qualifications in effect so long as required for the distribution of
the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or as a dealer
in securities in any jurisdiction in which it is not so qualified, to execute a general consent to service of process in any state or
to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.
(vi) The
Company will furnish to the Underwriters and counsel to the Underwriters copies of the Registration Statement, each Prospectus, any Issuer
Free Writing Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities
as the Underwriters may from time to time reasonably request.
(vii) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after
the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
-17-
(viii) The
Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to
be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery
to the Underwriters of the Shares (including all fees and expenses of the registrar and transfer agent of the Shares, and the cost of
preparing and printing stock certificates), (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s
counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial
statements therein and all amendments, schedules, and exhibits thereto), the Shares, the Time of Sale Disclosure Package, any Prospectus,
the Final Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, (C) all reasonable filing
fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with the qualification of the Shares
for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the states and other jurisdictions that
the Representative shall designate, (D) the reasonable filing fees and reasonable fees and disbursements of counsel to the Underwriters
incident to any required review and approval by FINRA, of the terms of the sale of the Shares, (E) listing fees, if any, and (F) all
other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein.
The Company will reimburse the Representative for the Underwriters’ reasonable out-of-pocket expenses, including legal fees and
disbursements of the Underwriters’ legal counsel. The Underwriters’ legal counsel expenses will not exceed an aggregate of
$125,000 (including amounts payable pursuant to clauses (C) and (D) above). If this Agreement is terminated by the Representative
in accordance with the provisions of Section 6 or Section 7 or Section 9, the Company will reimburse the Underwriters
for all reasonable and documented out-of-pocket disbursements (including, but not limited to, reasonable fees and disbursements of counsel,
travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing
to market and marketing the Shares or in contemplation of their obligations hereunder.
(ix) The
Company intends to apply the net proceeds from the sale of the Shares to be sold by it hereunder for the purposes set forth in the Registration
Statement, the Time of Sale Disclosure Package and the Final Prospectus under the heading “Use of Proceeds.”
(x) The
Company has not taken and will not take, directly or indirectly, during the Prospectus Delivery Period, any action designed to or which
might reasonably be expected to cause or result in, or that has constituted, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Shares.
-18-
(xi) The
Company represents and agrees that, unless it obtains the prior written consent of the Representative, it has not made and will not make
any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus; provided that the prior written consent of
the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II. Any
such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a “Permitted Free
Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus
as an “issuer free writing prospectus,” as defined in Rule 433, and has complied or will comply with the requirements
of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and
record-keeping.
(xii) The
Company hereby agrees that, without the prior written consent of the Representative, it will not, during the period ending ninety (90)
days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract
to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file
any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into
or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the
Shares to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants or the conversion of outstanding
preferred stock or other outstanding convertible securities disclosed as outstanding in the Registration Statement (excluding exhibits
thereto), the Time of Sale Disclosure Package, and the Final Prospectus, (3) the issuance of employee stock options not exercisable
during the Lock-Up Period and the grant of restricted stock awards or restricted stock units or shares of Common Stock pursuant to equity
incentive plans described in the Registration Statement (excluding exhibits thereto), the Time of Sale Disclosure Package, and the Final
Prospectus or (4) the adoption of a new equity incentive plan, and the filing of a registration statement on Form S-8 under
the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and the issuance
of securities pursuant to such new equity incentive plan (including, without limitation, the issuance of Common Stock upon the exercise
of options or other securities issued pursuant to such new equity incentive plan) provided that (x) such new equity
incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (y) this
clause (4) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for
or convertible into shares of Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling,
offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period.
(xiii) The
Company hereby agrees, during a period of three years from the effective date of the Registration Statement, to furnish to the Representative
copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to the Representative as
soon as reasonably practicable upon availability, copies of any reports and financial statements furnished to or filed with the Commission
or any national securities exchange on which any class of securities of the Company is listed; provided, that any information or documents
available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System shall be considered furnished for purposes
of this Section 5(a)(xiii).
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(xiv) The
Company hereby agrees to engage and maintain, at its expense, a registrar and transfer agent for the Common Stock.
(xv) The
Company hereby agrees to use its reasonable best efforts to obtain approval to list the Shares on the NYSE.
(xvi) The
Company hereby agrees not to take, directly or indirectly, any action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities
of the Company to facilitate the sale or resale of the Shares.
6. Conditions
of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Shares are subject to the
accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing
Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company
contained herein, the performance by the Company of its obligations hereunder and the following additional conditions:
(a) If
filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the
Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement)
or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on
Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending
the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof,
nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free
Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened by
the Commission; any request of the Commission or the Representative for additional information (to be included in the Registration Statement,
the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have
been complied with to the satisfaction of the Representative.
(b) The
Shares shall be approved for listing on the NYSE.
(c) FINRA
shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
(d) The
Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure
Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus,
contains an untrue statement of fact which, in the reasonable opinion of the Representative, is material, or omits to state a fact which,
in the reasonable opinion of the Representative, is material and is required to be stated therein or necessary to make the statements
therein not misleading.
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(e) On
the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters,
an opinion and negative assurance letter of Mayer Brown LLP, counsel to the Company, each dated the Closing Date or the Option Closing
Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.
(f) On
the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters,
the negative assurance letter of Lowenstein Sandler LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date,
as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.
(g) The
Representative, for the benefit of the Underwriters, shall have received a letter of Tanner LLP, on the date hereof and on the Closing
Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the
meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under
Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving
changes or developments since the respective dates as of which specified financial information is given in the Registration Statement,
the Time of Sale Disclosure Package and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior
to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required
by the Representative.
(h) On
the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters,
a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriters, signed by the chief executive
officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that:
(i) The
representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse
Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and
correct, in all material respects, as if made at and as of the Closing Date or on the Option Closing Date, as applicable, and the Company
has complied in all material respects with all its agreements contained herein and satisfied all the conditions on its part required
to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable;
(ii) No
stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof,
(B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of
Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding
for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and
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(iii) There
has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and
after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable.
(i) On
or before the date hereof, the Representative, for the benefit of the Underwriters, shall have received duly executed lock-up agreements
(each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Representative
and each of the parties specified in Schedule V.
(j) The
Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative
or its counsel may have reasonably requested.
If
any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may
be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date,
as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii),
Section 7 and Section 9 shall survive any such termination and remain in full force and effect.
7. Indemnification
and Contribution.
(a) The
Company agrees to indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each
person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any losses, claims, damages or liabilities to which such party may become subject, under the Securities Act or
otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part
of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430B of the Rules and
Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a
material fact required to be stated therein or necessary to make the statements therein not misleading (ii) an untrue statement
or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus,
or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or the Marketing Materials or in any other materials used
in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, (iii) in whole or in part, any inaccuracy in the representations and warranties of the Company contained
herein, or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse
such party for any legal or other expenses reasonably incurred by such party in connection with evaluating, investigating or defending
against such loss, claim, damage, liability or action; provided, however, that such indemnity shall not inure to the benefit of
any Underwriter (or any person controlling such Underwriter) in any such case to the extent that any such loss, claim, damage, liability
or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the
Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment or supplement thereto
or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the related
Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f).
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(b) Each
Underwriter, severally and not jointly, will indemnify, defend and hold harmless the Company, its directors and each officer of the Company
who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which such party may become
subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written
consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of
Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Time of Sale Disclosure Package,
any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and
in conformity with written information furnished to the Company by such Underwriter specifically for use in the preparation thereof,
which written information is described in Section 7(f), and will reimburse such party for any legal or other expenses reasonably
incurred by such party in connection with evaluating, investigating, and defending against any such loss, claim, damage, liability or
action. The obligation of each Underwriter to indemnify the Company (including any controlling person, director or officer thereof) shall
be limited to the amount of the underwriting discount applicable to the Shares to be purchased by such Underwriter hereunder actually
received by such Underwriter.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party
from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced
by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists
(based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying
party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, the indemnified party shall have the right to employ a single
counsel to represent it in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 7,
in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed
to the indemnified party as incurred.
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The
indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending
or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or
would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional
release of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (b) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) If
the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as
a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the
offering and sale of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to the total underwriting discount received by the Underwriters,
in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Underwriters and the parties’ relevant intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of
this subsection (d). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending against any action or claim that is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount of the underwriting
discount applicable to the Shares to be purchased by such Underwriter hereunder actually received by such Underwriter. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
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(e) The
obligations of the Company under this Section 7 shall be in addition to any liability that the Company may otherwise have and the
benefits of such obligations shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and the obligations of each Underwriter
under this Section 7 shall be in addition to any liability that each Underwriter may otherwise have and the benefits of such obligations
shall extend, upon the same terms and conditions, to the Company’s directors, the officers of the Company signing the Registration
Statement, and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act.
(f) For
purposes of this Agreement, the Underwriters confirm, and the Company acknowledges, that there is no information concerning such Underwriter
furnished in writing to the Company by such Underwriter specifically for preparation of or inclusion in the Registration Statement, the
Time of Sale Disclosure Package, any Prospectus or the Final Prospectus or any Issuer Free Writing Prospectus, other than the statement
set forth in the last paragraph on the cover page of the Prospectus, the marketing and legal names of each Underwriter, and the
statements set forth in the “Underwriting” section of the Registration Statement, the Time of Sale Disclosure Package, and
the Final Prospectus only insofar as such statements relate to the amount of selling concession and re-allowance, if any, or to over-allotment,
stabilization and related activities that may be undertaken by such Underwriter.
8. Representations
and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company contained herein or in certificates
delivered pursuant hereto, including, but not limited to, the agreements of the Underwriters and the Company contained in Section 5(a)(viii) and
Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the
Underwriters or any controlling person thereof, or the Company, its directors, the officers of the Company signing the Registration Statement,
or any of its controlling persons, and shall survive delivery of, and payment for, the Shares to and by the Underwriters hereunder.
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9. Termination
of this Agreement.
(a) The
Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time
at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only),
if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any
event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt,
the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the
effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative,
inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares, (ii) trading in the Company’s
Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the Nasdaq Stock Market, the
NYSE or the NYSE American shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum
ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or
by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared
by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism
involving the United States, any declaration by the United States of a national emergency or war, any substantial change or development
involving a prospective substantial change in United States or other international political, financial or economic conditions or any
other calamity or crisis (including without limitation as a result of an epidemic or pandemic), or (vi) the Company suffers any
loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment
of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information
is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the
assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the
Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination shall
be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof
shall at all times be effective and shall survive such termination.
(b) If
the Representative elects to terminate this Agreement as provided in this Section, the Company and the other Underwriters shall be notified
promptly by the Representative by telephone, confirmed by letter.
10. Substitution
of Underwriters. If any Underwriter or the Underwriters shall default in its or their obligations to purchase Shares hereunder
on the Closing Date or any Option Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed
but failed to purchase does not exceed ten percent (10%) of the total number of Shares to be purchased by all Underwriters on such Closing
Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder,
to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option
Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of Shares with respect to which such default
or defaults occur is more than ten percent (10%) of the total number of Shares to be purchased by all Underwriters on such Closing Date
or Option Closing Date and arrangements satisfactory to the remaining Underwriters and the Company for the purchase of such Shares by
other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate.
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If
the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Shares of a defaulting
Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall
have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in
order to permit the Company to effect whatever changes in the Registration Statement, the Final Prospectus, or in any other documents
or arrangements, which may thereby be made necessary, and the Company agrees to promptly file any amendments to the Registration Statement
or the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of Shares to be purchased by the remaining
Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement.
Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or any other Underwriter for damages
occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on
the part of any non-defaulting Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements
and other statements set forth in Section 2 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to
Section 5 and the provisions of Section 5(a)(viii) and Section 9 and Sections 11 through 18, inclusive, shall not
terminate and shall remain in full force and effect.
As
used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter
under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
11. Notices.
Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Representative, shall be mailed,
delivered or telecopied to Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, telecopy number:
(949) 720-7227, Attention: Managing Director; and if to the Company, shall be mailed, delivered or telecopied to it at 295 W Center Street,
Provo, UT 84601, Attention: Scott Klossner; or in each case to such other address as the person to be notified may have requested in
writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of
a new address for such purpose.
12. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this
Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under
or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall
not include any purchaser, as such purchaser, of any of the Shares from the Underwriters.
13. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act
as underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company
and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any
Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this
Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is
capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
by this Agreement; (c) it has been advised that each Underwriter and its affiliates are engaged in a broad range of transactions
that may involve interests that differ from those of the Company and that each Underwriter has no obligation to disclose such interest
and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the
Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and
not on behalf of the Company.
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14. Amendments
and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party
to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right
or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise
expressly provided.
15. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not
affect the validity or enforceability of any other section, paragraph, clause or provision.
16. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
17. Submission
to Jurisdiction. The Company irrevocably (a) submits to the jurisdiction of the Supreme Court of the State of New York,
Borough of Manhattan or the United States District Court for the Southern District of New York for the purpose of any suit, action, or
other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration
Statement, the Time of Sale Disclosure Package, any Prospectus and the Final Prospectus (each a “Proceeding”), (b) agrees
that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted
by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding
other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in
an inconvenient forum. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY
HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE TIME OF SALE
DISCLOSURE PACKAGE, ANY PROSPECTUS AND THE FINAL PROSPECTUS.
18. Counterparts.
This Agreement may be executed and delivered (including by facsimile transmission or electronic mail) in one or more counterparts and,
if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts
shall together constitute one and the same instrument.
[Signature Page Follows]
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Please
sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the
Company and the Representative, on behalf of the Underwriters in accordance with its terms.
Very truly yours,
ANGEL STUDIOS, INC.
By:
/s/ Scott Klossner
Name:
Scott Klossner
Title:
Chief Financial Officer
Confirmed as of the date first above-mentioned
by the Representative of the Underwriters.
ROTH CAPITAL PARTNERS,
LLC
By:
/s/ Aaron M. Gurewitz
Name:
Aaron M. Gurewitz
Title:
Head of Equity Capital Markets
[Signature page to Underwriting Agreement]
SCHEDULE I
Name
Number of Firm
Shares to be
Purchased
Number of Option
Shares to be
Purchased
Roth Capital Partners, LLC
8,580,000
1,287,000
Maxim Group LLC
2,860,000
429,000
TCBI Securities, Inc., d/b/a Texas Capital Securities
2,860,000
429,000
Total
14,300,000
2,145,000
SCHEDULE I-1
SCHEDULE II
Angel Studios, Inc.
14,300,000 Shares
of Common Stock
Final Term Sheet
Issuer:
Angel Studios, Inc. (the “Company”)
Symbol:
ANGX
Shares:
14,300,000 shares of Class A common stock, par
value $0.0001 per share (the “Common Stock”), of the Company
Over-allotment option:
2,145,000 shares of Common Stock
Public offering price:
$2.10 per share of Common Stock
Underwriting discount:
$0.1155 per share of Common Stock
Expected net proceeds:
Approximately $28.0 million ($32.2 million if the overallotment
option is exercised in full) (after deducting the underwriting discount and estimated offering expenses payable by the Company).
Trade date:
April 10, 2026
Settlement date:
April 13, 2026
Representative:
Roth Capital Partners, LLC
SCHEDULE II-1
SCHEDULE III
Free Writing
Prospectus
None.
SCHEDULE III-1
SCHEDULE IV
List of Significant
Subsidiaries
Dry Bar Comedy,
LLC
Angel Studios Licensing,
LLC
SCHEDULE IV-1
SCHEDULE V
List of officers,
directors and stockholders executing lock-up agreements
Neal Harmon
Glen Nickle
Jeffrey Harmon
Jordan Harmon
Elizabeth Ellis
Scott Klossner
Paul Ahlstrom
Mina Nguyen
Steve Sarowitz
Robert C. Gay
Benton Crane
Katie Liljenquist
SCHEDULE V-1
EXHIBIT A
Form of
Lock-Up Agreement
Roth Capital Partners,
LLC
888 San Clemente
Drive
Newport Beach,
CA 92660
Ladies and Gentlemen:
The
undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein,
propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Angel Studios, Inc., a Delaware
corporation (the “Company”), relating to a proposed offering of securities of the Company (the “Offering”) including
shares of the Class A Common Stock, par value $0.0001 per share (the “Common Stock”) of the Company. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In
consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative
(which consent may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”)
beginning on the date hereof and ending on the date 90 days after the date of the final prospectus relating to the Offering (the “Final
Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly
or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect
of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including
without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant),
(2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of
shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares
of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock,
or (4) publicly announce an intention to effect any transaction specified in clause (1), (2) or (3) above.
Exhibit A-1
Notwithstanding
the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona
fide gift or gifts, including but not limited to, any member of the undersigned’s immediate family, a charity or an educational
institution, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to
any trust (including, but not limited to, a Delaware purpose trust) for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein,
and provided further that any such transfer shall not involve a disposition for value or (iii) by will or intestate succession upon
the death of the undersigned, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing
stock option plan(s), including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned,
(c) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the
requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof, (d) the entry into, by the undersigned,
at any time on or after the date of the Underwriting Agreement, any trading plan providing for the sale of Common Stock by the undersigned,
which trading plan meets the requirements of Rule 10b5-1(c) (a “10b5-1 Trading Plan”) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), provided, however, that (i) such plan does not provide for, or permit,
the sale of Common Stock during the Lock-Up Period and (ii) no public announcement or filing is voluntarily made during the Lock-Up
Period, and any required announcement or filing under the Exchange Act includes a statement to the effect that no transfer of Common
Stock shall be made under such plan during the Lock-Up Period or (e) any transfers made solely by operation of law. For purposes
of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote
than first cousin.
The
foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of shares of Common Stock even if such securities would be disposed
of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale
or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or
call equivalent position) with respect to any of the shares of Common Stock or with respect to any security that includes, relates to,
or derives any significant part of its value from such shares.
For
avoidance of doubt, nothing in this Lock-Up Agreement prohibits the undersigned from exercising any options or warrants or converting
any outstanding preferred stock or other outstanding convertible securities publicly disclosed to purchase Common Stock (which exercises
or conversions may be effected on a cashless basis to the extent the instruments representing such options, warrants or convertible securities
permit exercises on a cashless basis), it being understood that any Common Stock issued upon such exercises or conversions will be subject
to the restrictions of this Lock-Up Agreement and provided, however, that no public announcement or filing is voluntarily made regarding
such exercise during the Lock-Up Period and provided that if the undersigned is required to file a report under Section 16(a) of
the Exchange Act reporting a reduction in beneficial ownership of such options, warrants or convertible securities during the Lock-Up
Period, the undersigned shall include a statement in such report to the effect that the disposition relates to the exercise of an option
or warrant, as applicable, and that the Securities received upon exercise are subject to the restrictions of this Lock-Up Agreement.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All
authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.
Exhibit A-2
The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
or depositary against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
The
undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to
be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.
This Lock-Up Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles
thereof. The undersigned irrevocably (i) submits to the jurisdiction of the Supreme Court of the State of New York, Borough of Manhattan
and the United States District Court for the Southern District of New York, for the purpose of any suit, action, or other proceeding
arising out of this Lock-Up Agreement (each a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding
may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction
of any such court or from any legal process therein, (iv) agrees not to commence any Proceeding other than in such courts, and (v) waives,
to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum.
[Signature Page Follows]
Exhibit A-3
Very truly yours,
Name:
[Signature
Page to Lock-Up Agreement]
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2611364d2_ex5-1.htm · Sequence: 3
Exhibit 5.1
Mayer Brown LLP
1221 Avenue of
the Americas
New York, NY 10020-1001
United States of America
T: +1 212 506
2500
F: +1 212 262
1910
www.mayerbrown.com
April 10, 2026
Angel Studios, Inc.
295 W Center St.
Provo, UT 84601
Re: Angel Studios, Inc.
Ladies and Gentlemen:
We have acted as counsel to Angel Studios, Inc., a Delaware corporation
(the “Company”), in connection with the issuance and sale by the Company of 14,300,000 shares (the “Shares”) of
its Class A common stock, par value $0.0001 per share (the “Common Stock”), including up to 2,145,000 Shares that may be sold
pursuant to the exercise of an option to purchase additional shares, pursuant to a Registration Statement on Form S-3 (No. 333-291514)
(as the same may be amended and supplemented as of the date hereof, the “Registration Statement”), filed with the United States
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), a base prospectus, dated December 4, 2025 (the “Base Prospectus”), and a prospectus supplement, dated April 10,
2026 (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in accordance with the requirements
of Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the corporate and organizational documents of the Company, including the
Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (ii) the resolutions of the
Board of Directors of the Company with respect to the issuance and sale of the Shares, (iii) the Registration Statement and exhibits thereto,
including the Prospectus comprising a part thereof, and (iv) an executed copy of the Underwriting Agreement, dated as of April 10, 2026,
between the Company and Roth Capital Partners, LLC, acting as the representative of the several underwriters listed on Schedule I thereto
(the “Underwriting Agreement”). In addition, we have examined originals or copies, certified or otherwise identified to our
satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of the Company, and
we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary
for purposes of rendering the opinions set forth herein.
In connection with this opinion, we have assumed the genuineness of
all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted
to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed that each other party
has the power and authority to execute and deliver and to perform and observe the provisions of, such documents and has duly authorized,
executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such party.
We also have assumed the integrity and completeness of the minute books of the Company presented to us for examination. With respect to
certain factual matters, we have relied upon certificates of officers of the Company.
Mayer
Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown
LLP (Illinois,
USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited liability
partnership)
and Tauil & Chequer Advogados (a Brazilian law partnership).
Mayer Brown LLP
April 10, 2026
Page 2
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares have been duly and validly authorized and, when and if issued and delivered against payment therefor in the manner
contemplated by the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than
the Delaware General Corporation Law and the federal laws of the United States of America, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Company’s Current Report on Form 8-K to be filed with the Commission on April 10, 2026, which will be incorporated by reference
in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the Prospectus, which is a
part of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Mayer Brown LLP
Mayer Brown LLP
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2611364d2_ex99-1.htm · Sequence: 4
Exhibit 99.1
Contact: Press@angel.com
FOR IMMEDIATE RELEASE
April 10, 2026
ANGEL ANNOUNCES
PRICING OF $30 MILLION PUBLIC OFFERING OF COMMON STOCK
PROVO, Utah – Angel
Studios, Inc. (NYSE: ANGX) (the “Company”), a media and technology company successfully pioneering a first-of-its-kind audience-driven
studio model, today announced that it priced its underwritten public offering of 14,300,000 shares of its Class A common stock (the “Common
Stock”) at a public offering price of $2.10 per share, for total expected gross proceeds of approximately $30 million, before deducting
underwriting discounts and commissions and offering expenses. The Company granted the underwriters a 30-day option to purchase up to
an additional 2,145,000 shares of its Common Stock at the public offering price, less the underwriting discounts and commissions.
The offering is subject to customary closing conditions and is expected to close on April 13, 2026.
Roth Capital Partners
is acting as the sole book-running manager for the offering. Maxim Group LLC and Texas Capital Securities are acting as co-lead managers
for the offering. Lake Street Capital Markets, LLC is acting as financial advisor to the Company for the offering.
The offering is
being made pursuant to a shelf registration statement on Form S-3 (File No. 333-291514), which was previously filed with the Securities
and Exchange Commission (“SEC”) and was declared effective by the SEC on December 4, 2025. A final prospectus supplement
relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. When
available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Roth
Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by email at rothecm@roth.com.
The Company plans
to use the net proceeds it receives from the offering for general corporate purposes, which may include, among other things, capital
expenditures and working capital.
This press release
shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
About Angel
Angel (NYSE: ANGX)
is a media and technology company successfully pioneering a first-of-its-kind audience-driven studio model. Founded by brothers who struggled
to find films they could watch with their children, Angel was built on the belief that there was a global audience hungry for values-driven
storytelling that amplifies light, celebrates hope, and inspires the moral imagination of viewers. That audience became the Angel Guild,
a rapidly growing community of more than 2 million paying members who watch, screen, and vote on which films and television series get
produced and distributed in theaters and on the Angel app. With 100 films and more than 30 television series on the platform, Angel has
achieved the highest audience satisfaction scores in the industry and the highest average domestic box office per title among all independent
studios. It has done so while evolving a new economic model that shares profits more fully with filmmakers.
Cautionary
Statement Regarding Forward-Looking Statements
This communication
contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements include, without limitation, statements about the Company’s expectations regarding the completion of its public offering
and the anticipated use of proceeds therefrom. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as
a result, are subject to risks and uncertainties, including, but not limited to, general economic and market conditions. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the Company’s
Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve
its expectations.
View source version
on businesswire.com: https://www.businesswire.com/news/home/20260409379288/en/Angel-Announces-Pricing-of-%2430-Million-Public-Offering-of-Common-Stock
Contacts:
David Shane
Angel
Corporate Communications
Press@angel.com
Luk Janssens
Angel
Investor Relations
InvestorRelations@angel.com
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