Current Report Filing (8-k)
July 27 2021 - 4:50PM
Edgar (US Regulatory)
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):
July 22, 2021
FALCONSTOR SOFTWARE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-23970
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77-0216135
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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701 Brazos Street, Suite 400, Austin, TX
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78701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: 631-777-5188
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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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 (see General Instruction
A.2. below):
☐ 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: None.
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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 22, 2021, FalconStor
Software, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”)
with Roth Capital Partners, LLC, as the sole underwriter party thereto (the “Underwriter”), which provided for the issuance
and sale by the Company, and the purchase by the Underwriter, of an aggregate of 285,000 shares of the Company’s common stock, par
value $0.001 per share (the “Firm Shares”). The Company also granted the Underwriter a 30-day option to purchase up to an
additional 42,750 shares of the Company’s common stock (the “Option Shares”, and together with the Firm Shares, the
“Shares”) on the same terms and conditions (the “Offering”).
The Underwriter agreed to
purchase the Shares pursuant to the Underwriting Agreement at a price of $4.10 per share. The Shares were offered, issued and sold pursuant
to the Company’s Registration Statement on Form S-1 (File No. 333-258031) originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 20, 2021, which the SEC declared effective on July 22, 2021. A final prospectus describing
the terms of the Offering was filed with the SEC on July 26, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended
(the “Securities Act”).
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriter, including for liabilities under the Securities Act, and termination and other provisions customary
for transactions of this nature.
The foregoing summary of
the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is
filed herewith as Exhibit 1.1 and incorporated herein by reference.
On July 23, 2021, the Company
issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On July 27, 2021, the Company
issued and sold to the Underwriter an aggregate of 285,000 shares of the Company’s common stock and thereby closed the Offering
at a price of $4.10 per share, for net proceeds of approximately $0.9 million after deducting the underwriting discount and estimated
offering expenses payable by the Company.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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FALCONSTOR SOFTWARE, INC.
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By:
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/s/ Brad Wolfe
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Brad Wolfe
Executive Vice President, Chief Financial Officer and Treasurer
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