Form 8-K
8-K — SYNTEC OPTICS HOLDINGS, INC.
Accession: 0001493152-26-019769
Filed: 2026-04-30
Period: 2026-04-28
CIK: 0001866816
SIC: 3827 (OPTICAL INSTRUMENTS & LENSES)
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-1.1 (ex1-1.htm)
EX-99.1 (ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: form8-k.htm · Sequence: 1
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0001866816
0001866816
2026-04-28
2026-04-28
0001866816
OPTX:CommonStockParValue0.0001PerShareMember
2026-04-28
2026-04-28
0001866816
OPTX:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-04-28
2026-04-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 28, 2026
SYNTEC
OPTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41034
87-0816957
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
515
Lee Rd.
Rochester,
NY 14606
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(585)
768-2513
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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
Common
stock, par value $0.0001 per share
OPTX
The
Nasdaq Capital Market
Redeemable
warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
OPTXW
The
Nasdaq Capital Market
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 ☒
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 28, 2026, Syntec Optics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with H.C. Wainwright & Co., LLC (the “Representative”), as the representative
of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”)
of 2,857,142 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common
Stock”). The public offering price per Share was $7.00 and the Underwriters purchased the Shares pursuant to the Underwriting
Agreement at a price per Share of $6.58. Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day
option to purchase up to an additional 428,571 shares of the Common Stock on the same terms as the Shares sold in the Offering. The Offering
is expected to close on April 30, 2026 (the “Closing Date”).
Aggregate
gross proceeds from the Offering are expected to be approximately $20 million, before deducting underwriting discounts and commissions
and estimated expenses payable by the Company. The Company intends to use the net proceeds from the Offering to acquire or invest in
complementary businesses, technologies, products or assets. We may also use a portion of the net proceeds from this offering for working
capital, capital expenditures and to optimize our capital structure including potential repayment of indebtedness, which may include
the that certain subordinated term note with its majority stockholder in in the principal amount of $1,268,732.49.
The
Underwriting Agreement additionally contains customary representations, warranties and covenants made by the Company, including an agreement
by the Company to not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common
Stock or Common Stock equivalents or file any registration statement or amendment or supplement thereto, for 90 days following the Closing
Date or (ii) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common
Stock equivalents (or a combination of units thereof) involving a variable rate transaction for six months following the Closing Date,
subject to an exception. Additionally, each of the Company’s officers and directors have entered into lock-up agreements,
pursuant to which, subject to specified exceptions, they have agreed not to offer or transfer any securities of the Company during the
90-calendar day period following the Closing Date.
The
Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly,
for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933,
as amended (the “Securities Act”), other obligations of the parties and termination provisions.
Pursuant
to an engagement agreement, dated as of April 22, 2026, by and between the Company and the Representative, the Company has agreed to
pay the Representative an underwriter discount equal to 6.0% of the aggregate gross proceeds raised in the Offering and to reimburse
the Representative for fees and expenses of legal counsel and other out-of-pocket expenses in an amount up to $25,000.
The
Offering is being made pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333- 295335), and previously
filed with the Securities and Exchange Commission on April 27, 2026, and declared effective on April 28, 2026, a preliminary prospectus
dated April 27, 2026, and a final prospectus dated April 28, 2026. The foregoing descriptions of the material terms of the Underwriting
Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item
7.01 Regulation
FD.
On
April 28, 2026, the Company issued a press release announcing the pricing of the Offering. A copy the press releases is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 are being furnished hereto and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
1.1
Underwriting Agreement, dated April 28, 2026, by and between Syntec Optics Holdings, Inc. and H.C. Wainwright & Co., LLC
99.1
Press Release, dated April 28, 2026 (furnished pursuant to Item 7.01)
104
Cover
Page Interactive Data File (formatted as Inline XBRL).
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.
Dated:
April 30, 2026
Syntec
Optics Holdings, Inc.
By:
/s/
Al Kapoor
Name:
Al
Kapoor
Title:
Chairman
and Chief Executive Officer
EX-1.1
EX-1.1
Filename: ex1-1.htm · Sequence: 2
Exhibit
1.1
2,857,142
SHARES of Common Stock
Syntec
Optics Holdings, Inc.
UNDERWRITING
AGREEMENT
April
28, 2026
H.C.
Wainwright & Co., LLC
as
the Representative of the several underwriters, if any, named in Schedule I hereto
430
Park Avenue, 3rd Floor
New
York, New York 10022
Ladies
and Gentlemen:
The
undersigned, Syntec Optics Holdings, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and
affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or
affiliates of Syntec Optics Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”)
with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters”
and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as
representative to the several Underwriters (the “Representative”, and if there are no Underwriters other than the
Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same
meaning as Underwriter) on the terms and conditions set forth herein.
It
is understood that the several Underwriters are to make a public offering of the Public Shares as soon as the Representative deems it
advisable to do so. The Public Shares are to be initially offered to the public at the public offering price set forth in the Prospectus.
The Representative may from time to time thereafter change the public offering price and other selling terms.
It
is further understood that you will act as the Representative for the Underwriters in the offering and sale of the Closing Shares and,
if any, the Option Shares in accordance with this Agreement.
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(k).
“Affiliate”
means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Closing Shares pursuant to Section 2.1.
“Closing
Date” means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’ obligations
to pay the Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Shares, in each case, have been satisfied
or waived, but in no event later than 10:00 a.m. (New York City time) on the first (1st) Trading Day following the date hereof (or the
second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is not a Trading Day or after
4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day) or at such earlier time as shall be agreed
upon by the Representative and the Company.
“Closing
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net
of the underwriting discounts and commissions.
“Closing
Shares” shall have the meaning ascribed to such term in Section 2.1(a).
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
2
“Company
Auditor” means CBIZ CPAs P.C.
“Company
Counsel” means Haynes and Boone, LLP, with offices located at 30 Rockefeller Plaza, 26th Floor, New York, New York 10112.
“Effective
Date” shall have the meaning ascribed to such term in Section 3.1(f).
“EGS”
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution
Date” shall mean the date on which the parties execute and enter into this Agreement.
“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the
Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to
the Company, provided that such securities issued to consultants are issued as “restricted securities” (as defined in Rule
144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within
the period set forth in Section 4.19(a) hereto (b) securities upon the exercise or exchange of or conversion of any securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such
securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities or to extend the term of such securities, and (c) securities issued pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities
are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the
filing of any registration statement in connection therewith within the prohibition period set forth in Section 4.19(a) herein, and provided
that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“FINRA”
means the Financial Industry Regulatory Authority.
3
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(i).
“Indebtedness”
means (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the
ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c)
the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and
directors, in the form of Exhibit A attached hereto.
“Material
Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Company and the Subsidiaries, taken as a whole or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document.
“Offering”
shall have the meaning ascribed to such term in Section 2.1(c).
“Option”
shall have the meaning ascribed to such term in Section 2.2.
“Option
Closing Date” shall have the meaning ascribed to such term in Section 2.2(c).
“Option
Closing Purchase Price” shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall
be net of the underwriting discounts and commissions.
“Option
Shares” shall have the meaning ascribed to such term in Section 2.2(a).
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preliminary
Prospectus” means any preliminary prospectus relating to the Public Shares included in the Registration Statement or filed
with the Commission pursuant to Rule 424(b).
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
4
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means, if any, any supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed
with the Commission.
“Public
Shares” means, collectively, the Closing Shares and, if any, the Option Shares.
“Registration
Statement” means, collectively, the various parts of the registration statement prepared by the Company on Form S-1 (File No.
333-295335) with respect to the Public Shares, each as amended as of the date hereof, including the Preliminary Prospectus, the Prospectus
and any Prospectus Supplement and all exhibits filed with such registration statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(i).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York
Stock Exchange(or any successors to any of the foregoing).
5
“Transaction
Documents” means this Agreement, the Lock-Up Agreements, and any other documents or agreements executed in connection with
the transactions contemplated hereunder.
“Transfer
Agent” means Colonial Stock Transfer Company, Inc., and any successor transfer agent of the Company.
ARTICLE
II.
PURCHASE
AND SALE
2.1
Closing.
(a)
Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate 2,857,142 shares of Common
Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the number of shares of Common Stock (the
“Closing Shares”) set forth opposite the name of such Underwriter on Schedule I hereof;
(b)
The aggregate purchase price for the Closing Shares shall equal the amount set forth opposite the name of such Underwriter on Schedule
I hereto (the “Closing Purchase Price”). The purchase price for one Share shall be $6.58 per Share (the “Share
Purchase Price”); and
(c)
On the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available
funds equal to such Underwriter’s Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter
its respective Closing Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of EGS or
such other location as the Company and Representative shall mutually agree. The Public Shares are to be offered initially to the public
at the offering price set forth on the cover page of the Prospectus (the “Offering”).
2.2
Option.
(a)
The Representative is hereby granted an option (the “Option”) to purchase, in the aggregate, up to 428,571 shares
of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b)
In connection with an exercise of the Option, the purchase price to be paid for the Option Shares is equal to the product of the Share
Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing
Date, the “Option Closing Purchase Price”).
6
(c)
The Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time
to time) of the Option Shares within thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase
any Option Shares prior to the exercise of the Option by the Representative. The Option granted hereby may be exercised by the giving
of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or other electronic transmission
setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each,
an “Option Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or
such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including
remotely by other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise
of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein,
the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel
the Option at any time prior to the expiration of the Option by written notice to the Company.
2.3
Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:
(i)
At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall
be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;
(ii)
At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance
letter, in form and substance satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including,
without limitation, a negative assurance letter, from Company Counsel in form and substance reasonably satisfactory to the Representative;
(iii)
Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects
to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as
of the Closing Date and each Option Closing Date, if any;
(iv)
On the Closing Date and on each Option Closing Date, the duly executed and delivered Officers’ Certificate, substantially in the
form and substance satisfactory to the Representative;
(v)
On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in
form and substance satisfactory to the Representative; and
(vi)
Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.
7
2.4
Closing Conditions. The respective obligations of each Underwriter hereunder in connection with the Closing and each Option Closing
Date, if any, are subject to the following conditions being met:
(i)
the accuracy in all material respects when made and on the date in question (other than representations and warranties of the Company
already qualified by materiality, which shall be true and correct in all respects) of the representations and warranties of the Company
contained herein (unless as of a specific date therein);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been
performed;
(iii)
the delivery by the Company of the items set forth in Section 2.3 of this Agreement;
(iv)
the Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing Date,
if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of the Representative;
(v)
by the Execution Date, if required by FINRA, the Underwriters shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement;
(vi)
the Closing Shares and the Option Shares have been approved for listing on the Trading Market; and
(vii)
prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or
development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise,
of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) no action
suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Affiliate of the Company before
or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding
may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth
in the Registration Statement and Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings
therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement and the Prospectus and any amendments
or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities
Act and the rules and regulations thereunder and shall conform in all material respects to the requirements of the Securities Act and
the rules and regulations thereunder, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto
shall contain any untrue statement of a material fact or omit to state any 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.
8
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution Date,
as of the Closing Date and as of each Option Closing Date, if any, as follows:
(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company are set forth in the Registration Statement, Preliminary
Prospectus and Prospectus. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has
no Subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.
(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents to which the Company is a party and otherwise to carry out
its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document
to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.
9
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Public Shares and the consummation by it of the transactions contemplated hereby and
thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or
articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing
with the Commission of the Prospectus, (ii) application(s) to each applicable Trading Market for the listing of the Public Shares for
trading thereon in the time and manner required thereby, and (iii) such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).
(f)
Registration Statement. The Company has filed with the Commission the Registration Statement, including any related Prospectus
or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the
Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission
under the Securities Act. At the time of such filing, the Company met the requirements of Form S-1 under the Securities Act. The Registration
Statement has been declared effective by the Commission on April 28, 2026 (the “Effective Date”). No stop order suspending
the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement
has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened
by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405
under the Securities Act. The Company will not, without the prior consent of the Representative, prepare, use or refer to, any free writing
prospectus.
10
(g)
Issuance of Shares. The Public Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company
has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.
The holder of the Public Shares will not be subject to personal liability by reason of being such holders. The Public Shares are not
and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Public Shares has been duly
and validly taken. The Public Shares conform in all material respects to all statements with respect thereto contained in the Registration
Statement.
(h)
Capitalization. The capitalization of the Company is as set forth in the Registration Statement, Preliminary Prospectus and Prospectus.
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees
pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents
outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
Except as set forth in the Registration Statement, Preliminary Prospectus and Prospectus, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the
capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is
or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or the capital stock of any Subsidiary. The
issuance and sale of the Public Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities
to any Person (other than the Underwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with
any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities
by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any
redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital
stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal
and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to
subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating
thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The offers and sales of the Company’s
securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws
or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Public Shares. There
are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which
the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
11
(i)
SEC Reports; Financial Statements. Except for the Form 10-K for the year ended December 31, 2024, Form 10-Q for the quarter ended
March 31, 2025, and Form 10-Q for the quarter ended June 30, 2025, each filed with the Commission on October 6, 2025, the Company has
filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and
the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period
as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and
documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred
to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, none of the SEC Reports, when
filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at
the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. The agreements and documents described in the Registration Statement, the Preliminary Prospectus, the Prospectus,
any Prospectus Supplement and the SEC Reports conform to the descriptions thereof contained therein in all material respects and there
are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration
Statement, the Preliminary Prospectus, the Prospectus, any Prospectus Supplement or to be filed with the Commission as exhibits to the
Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described)
to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement,
the Preliminary Prospectus, the Prospectus, the Prospectus Supplement or the SEC Reports, or (ii) is material to the Company’s
business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable
against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,
(y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and
(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been
assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder
and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both,
would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses,
including, without limitation, those relating to environmental laws and regulations.
(j)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the Registration Statement, Preliminary Prospectus and Prospectus, except as specifically disclosed in the Registration Statement,
Preliminary Prospectus and Prospectus (i) there has been no event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than
(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans and (vi) no officer or director of the Company has resigned from any position with the Company. The Company does not
have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares
contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably
expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations,
assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation
is made. Unless otherwise disclosed in Registration Statement, Preliminary Prospectus and Prospectus, the Company has not: (i) issued
any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend
or made any other distribution on or in respect to its capital stock.
12
(k)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an
“Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Public Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any director or officer thereof, is or
has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the
Exchange Act or the Securities Act.
(l)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
13
(m)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational
health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be
expected to result in a Material Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Registration
Statement, Preliminary Prospectus and Prospectus, except where the failure to possess such permits could not reasonably be expected to
result in a Material Adverse Effect (each, a “Material Permit”), and neither the Company nor any Subsidiary has received
any notice of proceedings relating to the revocation or modification of any Material Permit. The disclosures in the Registration Statement
concerning the effects of Federal, State, local and all foreign regulation on the Company’s business as currently contemplated
are correct in all material respects.
(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable
rights to lease or otherwise use, all real property and all personal property that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and
do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens
for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP, and
the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company
and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are
in compliance.
14
(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports, Registration
Statement, the Preliminary Prospectus and the Prospectus and which the failure to do so or so have could have a Material Adverse Effect
(collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received
a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected
to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary
has received, since the date of the latest audited financial statements included within the Registration Statement, the Preliminary Prospectus
and the Prospectus a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe
upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no
existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to
do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business without a significant increase in cost.
(r)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, Registration Statement, the Preliminary Prospectus
and the Prospectus, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of
the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending
of money to or otherwise requiring payments to or from, any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,
member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements
under any stock option plan of the Company.
15
(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations
promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth in
the Registration Statement, Preliminary Prospectus and Prospectus, the Company and the Subsidiaries maintain a system of 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, and (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. The Company and the Subsidiaries have established disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure
controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and
the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the
“Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date.
(t)
Certain Fees. Except as set forth in the Preliminary Prospectus and Prospectus, no brokerage or finder’s fees or commissions
are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
To the Company’s knowledge, there are no other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined by FINRA. The Company has not
made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or
otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided
capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the twelve months prior to the Execution Date. None of the net proceeds of the Offering will be paid by
the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Public Shares
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
16
(v)
Registration Rights. Except as set forth in the Registration Statement, Preliminary Prospectus and Prospectus, no Person has any
right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or
any Subsidiary.
(w)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
Except as disclosed in the Registration Statement, Preliminary Prospectus and Prospectus, the Company has not, in the 12 months preceding
the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees of the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.
(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling their
obligations or exercising their rights under the Transaction Documents.
(y)
Disclosure; 10b-5. The Registration Statement contains all exhibits and schedules as required by the Securities Act. Each of the
Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects
with the Securities Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented,
if applicable, 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 not misleading. The Preliminary Prospectus, Prospectus and any Prospectus Supplement, each
as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and
regulations. Each of the Preliminary Prospectus, Prospectus and any Prospectus Supplement, as amended or supplemented, did not and will
not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the
Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate,
a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required
to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant
to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to
be described in the Preliminary Prospectus, Prospectus or any Prospectus Supplement, or to be filed as exhibits or schedules to the Registration
Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months
preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made and when made, not misleading.
17
(z)
No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
this offering of the Public Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Public Shares hereunder, (i) the fair saleable value of the Company’s assets
exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on
its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof,
and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its
assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities
when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. The Registration Statement, Preliminary Prospectus and Prospectus sets
forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company
or any Subsidiary has commitments. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
18
(bb)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the
Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or
prospects.
(cc)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration
Statement 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. The term “taxes” mean 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 whatsoever, 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.
(dd)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA. The Company
has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all
material respects with the FCPA.
19
(ee)
Accountants. To the knowledge and belief of the Company, the Company Auditor (i) is an independent registered public accounting
firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the
Company’s Annual Report for the fiscal year ending December 31, 2026. The Company Auditor has not, during the periods covered by
the financial statements included in the Prospectus, provided to the Company any non-audit services, as such term is used in Section
10A(g) of the Exchange Act.
(ff)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department.
(gg)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Representative’s
request.
(hh)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its
Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve.
(ii)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(jj)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed by each of
the Company’s directors and officers immediately prior to the Offering and in the Lock-Up Agreement provided to the Underwriters
is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed
in such questionnaires become inaccurate and incorrect.
20
(kk)
FINRA Affiliation. No officer, director or any beneficial owner of 5% or more of the Company’s unregistered securities has
any direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules and regulations of
FINRA) that is participating in the Offering. The Company will advise the Representative and EGS if it learns that any officer, director
or owner of 5% or more of the Company’s outstanding shares of Common Stock or Common Stock Equivalents is or becomes an affiliate
or associated person of a FINRA member firm.
(ll)
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(mm)
Board of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Prospectus captioned
“Management.” The qualifications of the persons serving as board members and the overall composition of the Board of Directors
comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading
Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority
of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
(nn)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any
Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of
any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and
Data; (ii) the Company and the Subsidiaries are presently 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 Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)
the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material
confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company
and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
21
(oo)
Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years
were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, without
limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy
Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to
ensure compliance with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,
handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice
of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and
(iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its
subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy
Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,
social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally
identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;
and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures
made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the
execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither
the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability
of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy
Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant
to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any
court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.
(pp)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have
received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
22
ARTICLE
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1
Amendments to Registration Statement. The Company has delivered, or will as promptly as practicable, deliver to the Underwriters
complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits), the Preliminary Prospectus, the Prospectus and any Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as an Underwriter reasonably requests. Neither the Company
nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material
in connection with the offering and sale of the Public Shares other than the Registration Statement, the Preliminary Prospectus, the
Prospectus, and any Prospectus Supplement. The Company shall not file any such amendment or supplement to which the Representative shall
reasonably object in writing.
4.2
Federal Securities Laws.
(a)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best
efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange
Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of
or dealings in the Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating
to the Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the
opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue
statement of a material fact or omits to state any 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, or if it is necessary at any time to amend the Prospectus to
comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to
Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
(b)
Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with
the Commission pursuant to the requirements of Rule 424.
(c)
Exchange Act Registration. For a period of three (3) years from the Execution Date, the Company will use its best efforts to maintain
the registration of the Common Stock under the Exchange Act and not deregister the Common Stock under the Exchange Act without the prior
written consent of the Representative.
23
(d)
Free Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating to the
Public Shares that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the
Securities Act, without the prior written consent of the Representative. Any such free writing prospectus consented to by the Representative
is herein referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each
Permitted Free Writing Prospectus as an “issuer free writing prospectus” as defined in rule and regulations under the Securities
Act, and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely Commission
filing where required, legending and record keeping.
4.3
Delivery to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to time
during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies
of each Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement
thereto becomes effective, deliver to you two original executed Registration Statements, including exhibits, and all post-effective amendments
thereto and copies of all exhibits filed therewith and all original executed consents of certified experts.
4.4
Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration
Statement to remain effective with a current prospectus until nine (9) months from the Execution Date, and will notify the Underwriters
immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii)
of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii)
of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Shares for
offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing
and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt
of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period
described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement
or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make
the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities
commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain
promptly the lifting of such order.
4.5
Review of Financial Statements. For a period of three (3) years from the Execution Date, the Company, at its expense, shall cause
its regularly engaged independent registered public accountants to review (but not audit) the Company’s financial statements for
each of the first three fiscal quarters prior to the announcement of quarterly financial information.
24
4.6
Expenses of the Offering.
(a)
General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing
Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company
under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the
Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System
fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option
Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses
and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws
of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing
and registration fees, and the fees and expenses of Blue Sky counsel,); (d) the costs of all mailing and printing of the underwriting
documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters,
Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and
all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably
deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering
the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required
for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon
the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the
fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing
prospectuses to prospective investors; and (l) the expenses of the Underwriters’ use of i-Deal’s book-building, prospectus
tracking and compliance software (or other similar software) for the Offering. The Underwriters may also deduct from the net proceeds
of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be
paid by the Company to the Underwriters.
(b)
Expenses of the Representative. The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(a),
it will reimburse the Representative for its out-of-pocket expenses in an amount of up to an aggregate maximum amount of $25,000 (which
shall include, without limitation, any expenses under clause (l) in Section 4.6(a) herein), all of which shall be paid by deduction from
the proceeds of the Offering contemplated herein.
4.7
Application of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with
the application described under the caption “Use of Proceeds” in the Preliminary Prospectus and Prospectus.
25
4.8
Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon
as practicable, but not later than the first day of the fifteenth full calendar month following the Execution Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Securities Act
or the Rules and Regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the
Securities Act) covering a period of at least twelve consecutive months beginning after the Execution Date.
4.9
Stabilization. Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent
of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Public Shares.
4.10
Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances
that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.
4.11
Accountants. The Company shall continue to retain a nationally recognized independent certified public accounting firm for a period
of at least three (3) years after the Execution Date. The Underwriters acknowledge that the Company Auditor is acceptable to the Underwriters.
4.12
FINRA. The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any five
percent (5%) or greater shareholder of the Company becomes an affiliate or associated person of an Underwriter.
4.13
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their affiliates or any
selected dealer shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its
affiliates in connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this
Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering
that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters
for the shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests.
The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters
with respect to any breach or alleged breach of fiduciary duty.
26
4.14
Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board
members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
and with the listing requirements of the Trading Market and (ii) if applicable, at least one member of the Board of Directors qualifies
as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
4.15
Securities Laws Disclosure; Publicity. At the request of the Representative, by 9:00 a.m. (New York City time) on the date hereof,
the Company shall issue a press release disclosing the material terms of the Offering. The Company and the Representative shall consult
with each other in issuing any other press releases with respect to the Offering, and neither the Company nor any Underwriter shall issue
any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press
release of such Underwriter, or without the prior consent of such Underwriter, with respect to any press release of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. The Company will not issue press
releases or engage in any other publicity, without the Representative’s prior written consent, for a period ending at 5:00 p.m.
(New York City time) on the first business day following the 30th day following the Closing Date, other than normal and customary releases
issued in the ordinary course of the Company’s business.
4.16
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Underwriter of the Public Shares is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Underwriter of Public Shares could be deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving Public Shares.
4.17
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
to issue Option Shares pursuant to the Option.
4.18
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock
on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all
of the Closing Shares and Option Shares on such Trading Market and promptly secure the listing of all of the Closing Shares and Option
Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading
Market, it will then include in such application all of the Closing Shares and Option Shares, and will take such other action as is necessary
to cause all of the Closing Shares and Option Shares to be listed or quoted on such other Trading Market as promptly as possible. The
Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and
will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading
Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company
or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company
or such other established clearing corporation in connection with such electronic transfer.
27
4.19
Subsequent Equity Sales.
(a)
From the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii)
file any registration statement or amendment or supplement thereto, other than the Prospectus or filing a registration statement on Form
S-8 in connection with any employee benefit plan.
(b)
From the date hereof until six (6) months after the Closing Date, the Company shall be prohibited from effecting or entering into an
agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which
the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include
the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price
that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial
issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some
future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly
or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit or an “at the market offering”, whereby the
Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been
issued and regardless of whether such agreement is subsequently canceled; provided, however, that, after the expiration
of the prohibition period in Section 4.19(a) above, the entry into and/or issuance of shares of Common Stock in an “at the market”
offering with the Representative as sales agent shall not be deemed a Variable Rate Transaction. Any Underwriter shall be entitled to
obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect
damages.
(c)
Notwithstanding the foregoing, this Section 4.19 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction
shall be an Exempt Issuance.
28
4.20
Research Independence. The Company acknowledges that each Underwriter’s research analysts and research departments, if any,
are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal
policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish
research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect
to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research
departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment
banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time,
subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short
position in debt or equity securities of the Company.
ARTICLE
V.
DEFAULT
BY UNDERWRITERS
If
on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing
Shares or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by
reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting
Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any
others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Shares or Option
Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative
shall not have procured such other Underwriters, or any others, to purchase the Closing Shares or Option Shares, as the case may be,
agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Shares or Option Shares,
as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing Shares or Option Shares, as the
case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing
Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Shares or Option
Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing
Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Shares or Option
Shares, as the case may be, covered hereby, the Company or the Representative will have the right to terminate this Agreement without
liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the
event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for
such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting
Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected.
The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section
shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
29
ARTICLE
VI.
INDEMNIFICATION
6.1
Indemnification of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless
the Underwriters, and each dealer selected by each Underwriter that participates in the offer and sale of the Public Shares (each a “Selected
Dealer”) and each of their respective directors, officers and employees and each Person, if any, who controls such Underwriter
or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, whether arising out of any action between such Underwriter and the Company or between such Underwriter and any
third party or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute
or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any Proceeding, commenced or threatened
(whether or not such Underwriter is a target of or party to such Proceeding), or arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in (i) the Registration Statement, Preliminary Prospectus, the Prospectus or any
Prospectus Supplement (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors
by, or with the approval of, the Company in connection with the marketing of the offering of the Public Shares, including any “road
show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application
or other document or written communication (in this Article VI, collectively called “application”) executed by the
Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Shares under the
securities laws thereof or filed with the Commission, any state securities commission or agency, Trading Market or any securities exchange;
or the omission or alleged omission therefrom of 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, unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of such
Underwriter expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any Prospectus Supplement,
or any amendment or supplement thereto, or in any application, as the case may be. With respect to any untrue statement or omission or
alleged untrue statement or omission made in the Preliminary Prospectus and the Prospectus, the indemnity agreement contained in this
Section 6.1 shall not inure to the benefit of an Underwriter to the extent that any loss, liability, claim, damage or expense of such
Underwriter results from the fact that a copy of the Prospectus was not given or sent to the Person asserting any such loss, liability,
claim or damage at or prior to the written confirmation of sale of the Public Shares to such Person as required by the Securities Act
and the rules and regulations thereunder, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure
to deliver the Prospectus was a result of non-compliance by the Company with its obligations under this Agreement. The Company agrees
promptly to notify each Underwriter of the commencement of any litigation or proceedings against the Company or any of its officers,
directors or Controlling Persons in connection with the issue and sale of the Public Shares or in connection with the Registration Statement,
Preliminary Prospectus or Prospectus.
30
6.2
Procedure. If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity
may be sought against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case
may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such
action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected Dealer,
as the case may be) and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall have the right
to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter,
such Selected Dealer or Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized
in writing by the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have
charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to those available to the Company (in which case the Company shall not
have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable
fees and expenses of not more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected
Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter,
Selected Dealer or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to
approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
6.3
Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company,
its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement or any amendment or supplement
thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect
to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement
or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company
or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment
or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter
shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and
duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter
shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public
Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in
proportion to their respective underwriting obligations and not joint.
31
6.4
Contribution.
(a)
Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i)
any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides
for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required on the
part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the
Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions
that such Underwriter is responsible for that portion represented by the percentage that the underwriting discount appearing on the cover
page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided,
that, no Person guilty of a 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. For purposes of this Section, each director,
officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the
Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter
or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any
amount in excess of the underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter. The Underwriters’
obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.
(b)
Contribution Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of
the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to
so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or
its representative of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate
therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable
to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution
without the written consent of such contributing party. The contribution provisions contained in this Section 6.4 are intended to supersede,
to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available.
32
ARTICLE
VII.
MISCELLANEOUS
7.1
Termination.
(a)
Termination Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date,
(i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future
materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended
or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United
States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared
by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely
impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane,
earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the
Representative’s opinion, make it inadvisable to proceed with the delivery of the Public Shares, or (vii) if the Company is in
material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware
after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change
in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Public Shares or to enforce contracts made by the Underwriters for the sale of the Public Shares.
(b)
Expenses. In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any
extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Representative its actual and accountable
out of pocket expenses related to the transactions contemplated herein then due and payable up to $25,000 (provided, however,
that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement).
(c)
Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected
by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
33
7.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Preliminary Prospectus, the
Prospectus and any Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules. Notwithstanding anything herein to the contrary, the Engagement Agreement,
dated April 22, 2026 (“Engagement Agreement”), by and between the Company and the Representative, shall continue to
be effective and the terms therein, including, without limitation, Section A.3 with respect to any future offerings, shall continue to
survive and be enforceable by the Representative in accordance with its terms, provided that, in the event of a conflict between the
terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.
7.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via e-mail attachment at the email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via
e-mail attachment at the e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
7.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Representative. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right.
7.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
7.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns.
34
7.7
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If either party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Article VI, the prevailing party in such Action or Proceeding shall
be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
7.8
Survival. The representations and warranties contained herein shall survive the Closing and the Option Closing, if any, and the
delivery of the Public Shares.
7.9
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, including a “.pdf”
format data file, such signature shall be deemed to have been duly and validly delivered and shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature
page were an original thereof.
7.10
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
35
7.11
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
the Underwriters and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at
law would be adequate.
7.12
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
7.13
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement.
7.14
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL BY
JURY.
(Signature
Pages Follow)
36
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in
accordance with its terms.
Very truly yours,
Syntec Optics
Holdings, Inc.
By:
Name:
Title:
Address for Notice:
515 Lee Rd.
Rochester, NY 14606
Attn:
Email:
Copy
to:
Haynes
and Boone, LLP
30
Rockefeller Plaza, 22nd floor
New
York, NY 10112
Attn:
Rick A. Werner
Email:
rick.werner@haynesboone.com
Accepted
on the date first above written.
H.C.
Wainwright & Co., LLC
As
the Representative of the several
Underwriters
listed on Schedule I
By: H.C.
Wainwright & Co., LLC
By:
Name:
Title:
Address
for Notice:
430
Park Avenue, 4th Floor
New
York, NY 10022
Attn:
Chief Executive Officer
Email:
notices@hcwco.com
Copy
to:
Ellenoff
Grossman & Schole
1345
Avenue of the Americas
New
York, New York 10105
Attn:
John Hart
e-mail:
jhart@egsllp.com
37
SCHEDULE
I
Schedule
of Underwriters
Underwriters
Closing
Shares
Closing
Purchase Price
H.C. Wainwright & Co., LLC
2,857,142
$ 18,799,994.36
Total
2,857,142
$ 18,799,994.36
38
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 3
Exhibit
99.1
Syntec
Optics Announces Pricing of $20 Million Underwritten Public Offering of Common Stock
ROCHESTER,
NEW YORK, April 28, 2026 (GLOBE NEWSWIRE) — Syntec Optics Holdings, Inc. (Nasdaq: OPTX) (“Syntec Optics”, “Syntec”,
or the “Company”), a leading provider of technology to defense tech and other vibrant end-markets, today announced the pricing
of an underwritten public offering of 2,857,142 shares of its common stock at a public offering price of $7.00 per share.
H.C.
Wainwright & Co. is acting as sole book-running manager for the offering.
In
addition, the Company granted the underwriter a 30-day option to purchase up to 428,571 additional shares of its common stock at the
public offering price, less the underwriting discounts and commissions.
The
offering is expected to close on or about April 30, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds
of the offering are expected to be approximately $20 million, prior to deducting underwriting discounts and commissions and offering
expenses and excluding any exercise of the option to purchase additional shares. The Company intends to use the net proceeds from the
offering to acquire or invest in complementary businesses, technologies, products or assets and for working capital, capital expenditures
and to optimize the Company’s capital structure including potential repayment of indebtedness.
The
shares of common stock described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-295335)
that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on April 28,
2026. The offering is being made only by means of a prospectus. A preliminary prospectus relating to and describing the terms of the
offering has been filed with the SEC. Electronic copies of the preliminary prospectus and, when available, copies of the final prospectus
relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov or by contacting H.C. Wainwright
& Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
About
Syntec Optics
Syntec
Optics Holdings, Inc. (Nasdaq: OPTX), headquartered in Rochester, NY, is one of the largest custom and diverse end-market optics and
photonics manufacturers in the United States. Operating for over two decades, Syntec Optics runs a state-of-the-art facility with extensive
core capabilities of various optics manufacturing processes, both horizontally and vertically integrated, to provide a competitive advantage
for mission-critical OEMs. As more products become light-enabled, Syntec Optics continues to add new product lines, including recent
Low Earth Orbit (LEO) satellite optics for communications, lightweight night-vision goggle optics for defense, biomedical optics for
diagnostics and surgery, and data center optics for Artificial Intelligence. According to SPIE, across the entire field of optics and
photonics, the monetary value of all light-enabled products and related services amounts to over 15% of worldwide economic output (nearly
$16 trillion of the total $106 trillion value of all finished goods and services produced worldwide in 2023). To learn more, visit www.syntecoptics.com.
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including
statements as to the completion of the public offering, the satisfaction of customary closing conditions related to the public offering,
and the intended use of net proceeds from the public offering, are forward-looking statements. Some of these forward-looking statements
can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,”
“will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,”
“targets,” “projects,” “could,” “would,” “continue,” “forecast”
or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties,
and other factors (some of which are beyond the control of Syntec Optics), which could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by Syntec Optics and its management, as the case may be, are inherently uncertain and many
factors may cause the actual results to differ materially from current expectations which include, but are not limited to the risks and
uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in the registration statement on Form S-1 (File No. 333-295335) filed with the SEC. This filing identifies and addresses other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. Syntec Optics does not give any assurance that
Syntec Optics will achieve its expected results. Syntec Optics does not undertake any duty to update these forward-looking statements
except as otherwise required by law.
For
further information, please contact:
Investor
Relations
InvestorRelations@syntecoptics.com
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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Local phone number for entity.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Securities Act
-Number 230
-Section 425
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