AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): April 9, 2019
Technology Company, Inc.
name of registrant as specified in its charter)
or other jurisdiction of
S. Hauser Boulevard, Suite 414
Angeles, California 90036
of principal executive office, including zip code)
telephone number, including area code)
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))
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).
growth company [ ]
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. [ ]
Section 8 – Other Events
Item 8.01 Other Events
On April 11, 2019, we issued a press release
announcing the closing of our previously announced underwritten public offering of 6,389,776 units (the “Units”), consisting
of an aggregate of 6,389,776 shares of our Common Stock (the “Firm Shares”) and warrants to purchase up to an aggregate
of 6,389,776 shares of our Common Stock (the “Firm Warrants”; and the shares of Common Stock issuable from time to
time upon exercise of the Firm Warrants, the “Firm Warrant Shares”), at a public offering price of $3.13 per Unit.
Pursuant to the terms of the Underwriting Agreement, dated April 4, 2019 (the “Underwriting Agreement”), by and between
AGP, as an underwriter and as representative of the other underwriters (the “Representative”), and us, we also granted
the Representative an option, exercisable for 45 days, to purchase up to 958,466 additional Units, consisting of an aggregate of
(x) 958,466 shares of Common Stock (the “Option Shares”) and (y) warrants to purchase up to an aggregate of 958,466
shares of Common Stock (the “Option Warrants”; and the shares of Common Stock issuable from time to time upon exercise
of the Option Warrants, the “Option Warrant Shares”). In connection with the closing, the Representative partially
exercised its over-allotment option and purchased an additional 159,820 Units, consisting of an aggregate of 159,820 Option Shares
and Option Warrants to purchase up to an aggregate of 159,820 Option Warrant Shares. The Firm Warrants and Option Warrants have
an initial per-share exercise price of $3.443, subject to customary adjustments, are exercisable immediately, and will expire at
5:00 p.m. Eastern Time on April 9, 2024.
We received gross proceeds of approximately
$20,500,000 before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.
Section 9 – Financial Statements and
Item 9.01 Exhibits
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Technology Company, Inc.
April 11, 2019
Rory J. Cutaia
J. Cutaia, Chairman and Chief Executive Officer