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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
September 12, 2023
KULR
TECHNOLOGY GROUP, INC. |
(Exact name of the registrant as specified in its
charter) |
Delaware |
|
001-40454 |
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81-1004273 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer Identification
No.) |
4863
Shawline Street, San Diego, California
92111
(Address of principle executive offices) (Zip
code)
Registrant’s telephone number, including
area code: (408) 663-5247
Not applicable
(Former name or address if changed since last
report)
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) |
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¨ |
Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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) |
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Name of Each Exchange on Which
Registered: |
Common Stock |
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KULR |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2).
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
September 12, 2023, KULR Technology Group, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”)
with The Benchmark Company, LLC, the sole book-running manager and representative of several
underwriters (the “Representative”) relating to an underwritten offering (the “Offering”) of 7,142,857
shares (“Shares”) of common stock of the Company (“Common Stock”) at a price to the public of $0.35 per share
(the “Offering Price”). Pursuant to the Agreement, the Company has granted the Representative a 30-day option to purchase
up to an additional 1,071,428 shares of Common Stock (the “Option Shares”),
solely to cover over-allotments, if any, at the Offering Price less the underwriting discounts
and commissions.
The Company estimates
that the gross proceeds from the Offering will be $2,500,000 million, before deducting the underwriting discounts and commissions
and the estimated offering expenses payable, and assuming no exercise of the undewriters’ over-allotment option, or $2,875,000 million
if the underwriters exercise their over-allotment option for the Option Shares in full.
The Company intends to
use the net proceeds from the Offering to pay off certain amounts of the outstanding balance owed under its existing financing facility
and for working capital and general corporate purposes.
Pursuant
to the Agreement, the Company has agreed, subject to certain exceptions, during a period of 60 days after the date of the Agreement,
that it will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of
the Company’s capital stock or any securities convertible into or exercisable or exchangeable for shares of the Company’s
capital stock; (ii) file or caused to be filed any registration statement with the Securities and Exchange Commission relating to the
offering of any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for shares
of the Company’s capital stock; (iii) complete any offering of debt securities, other than entering into a line of credit with a
traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Company’s capital stock during such period. In addition, the Company’s executive officers,
directors and 5% or greater stockholder have agreed, subject to certain exceptions, not to offer, sell, dispose of or hedge any shares
of the Company’s common stock or common stock equivalents, during a period of 90 days after the date of the Agreement.
The Agreement contains
customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and
termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make because of any
of those liabilities.
The
Offering was made pursuant to an effective registration statement on Form S-3, as amended (File No. 333-257697) previously filed with
the Securities and Exchange Commission (the “SEC”) and a preliminary prospectus supplement, relating to the Offering. The
closing of the Offering is expected to take place on September 15, 2023, subject to the satisfaction of customary closing conditions.
The foregoing description
of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed
herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion
and consent of Sichenzia Ross Ference, LLP relating to the Shares is attached hereto as Exhibit 5.1.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Item 8.01 Other Events.
The Company issued press
releases announcing the launch and pricing of the Offering on September 12, 2023 and September 13, 2023, respectively. Copies of these
press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
The following exhibits are filed with this
report:
Item 9.01 Financial Statement and Exhibits.
(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 behalf of the undersigned hereunto
duly authorized.
|
KULR TECHNOLOGY GROUP, INC. |
|
|
Date: September 13, 2023 |
By: |
/s/ Michael Mo |
|
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Michael Mo |
|
|
President & Chief Executive Officer |
Exhibit 1.1
UNDERWRITING AGREEMENT
Between
KULR TECHNOLOGY GROUP, INC.
And
THE BENCHMARK COMPANY, LLC
as Representative of the Several Underwriters
KULR TECHNOLOGY GROUP, INC.
UNDERWRITING AGREEMENT
September 12, 2023
The Benchmark Company, LLC
150 E 58th Street, 17th Floor
New York, NY 10155
As Representative of the several Underwriters
named on Schedule 1 attached hereto
Ladies and Gentlemen:
The undersigned, KULR
Technology Group, Inc., a corporation formed under the laws of the state of Delaware (the “Company”), hereby confirms
its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter referred to as “you” (including
its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which
the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters”
or, individually, an “Underwriter” and to the extent there is only a single Underwriter, the term “Underwriters”
shall be deemed to refer to the single Underwriter, mutatis mutandis) as follows:
1.
Purchase and Sale of Shares.
1.1 Firm Shares.
1.1.1. Nature and Purchase
of Firm Shares.
(i) On the basis of the representations
and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell in the aggregate
7,142,857 shares of Company common stock, par value $0.0001 per share (the “Common Stock”), and each Underwriter agrees
to purchase, severally and not jointly, at the Closing, an aggregate of 7,142,857 shares of Common Stock (the “Firm Shares”).
(ii) The Firm Shares are to
be offered together to the public at the offering price per one Firm Share as set forth on Schedule 2-A hereto (the “Purchase
Price”). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth
opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price for one Firm Share of
$0.3255 (or 93% of the Purchase Price). Notwithstanding the foregoing, the Underwriters, severally and not jointly, agree to purchase
from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part
hereof at the purchase price for one Firm Share of $0.3395 (or 97% of the Purchase Price) for any sales of Shares to investors (the “Company
Introduced Investors”) introduced to the Underwriters by the Company as set forth on Schedule 4 attached hereto.
1.1.2. Firm Shares Payment
and Delivery.
(i) Delivery
and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the second (2nd)
Business Day following the date of this Agreement or at such earlier time as shall be agreed upon by the Representative and the Company,
at the offices of Sheppard, Mullin, Richter & Hampton LLP at 30 Rockefeller Plaza, 38th
Floor, New York, NY 10112 (“Representative’s Counsel”), or at such other place (or remotely by facsimile or other
electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for
the Firm Shares is called the “Closing Date.”
(ii) Payment for the
Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery
of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of
the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such
name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days
prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the
Representative for all of the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
1.2. Over-allotment
Option.
1.2.1. Option Shares.
For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants
to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, up to 1,071,428 additional
shares of Common Stock (the “Option Shares”, and along with the Firm Shares, the “Shares”), representing
fifteen percent (15%) of the Firm Shares sold in the offering, from the Company. The purchase price to be paid per Option Share shall
be equal to the price per Option Share set forth in Schedule 2-A. The Shares shall be issued directly by the Company and shall
have the rights and privileges described in the SEC Reports and the Prospectus Supplement referred to below. The offering and sale of
the Shares is herein referred to as the “Offering.”
1.2.2. Exercise of Option.
The Over-allotment Option granted pursuant to Section 1.2.1 hereof 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 Effective Date (defined herein). The Underwriters
shall not be under any obligation to purchase any the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of a written notice to the Company from the Representative, setting forth the number
of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing
Date”), which shall not be later than five (5) full Business Days 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 Representative’s Counsel or at such other place (including
remotely by facsimile or 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, the Option Closing Date will be as set forth in the notice. Upon
exercise of the Over-allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set
forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Shares specified in such
notice and (ii) each of the Underwriters, acting severally and not jointly, shall become obligated to purchase that portion of the
total number of the Option Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
1.2.3. Payment and Delivery.
Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order
of the Company upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or
through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in
such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Option
Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative
for applicable Option Shares.
2.
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable
Time (as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows (unless otherwise indicated, all
references to the Company in this Section 2 shall refer to the Company and its significant subsidiaries, as such term is defined
in Rule 1-02 of Regulation S-X promulgated by the Commission):
2.1. Filing of Registration
Statement.
2.1.1. Pursuant to the Securities
Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement,
and an amendment or amendments thereto, on Form S-3 (File No. 333-257697), including any related prospectus or prospectuses,
for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration
statement and amendment or amendments have 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 (the “Securities Act Regulations”)
and contains or will contain all material statements that are required to be stated therein in accordance with the Securities Act and
the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the
Commission at the time the registration statement became effective (including the Preliminary Prospectus Supplement (as defined below)
included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated
therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the
Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations,
then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant
to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.
The Company is filing with
the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus
included in the Registration Statement. The form of prospectus included in the Registration Statement at the time it was declared effective,
as it may have been amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof
pursuant to Rule 424(b)(3), is hereinafter called the “Base Prospectus.”
Each prospectus (including
any preliminary prospectus supplement relating to the Shares) used prior to the effectiveness of the Registration Statement, and each
prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery
of this Agreement, is herein called a “Preliminary Prospectus Supplement.” The Preliminary Prospectus Supplement, subject
to completion, dated August 16, 2023, that was included in the Registration Statement immediately prior to the Applicable Time is
hereinafter called the “Pricing Prospectus.” The final prospectus supplement, to be filed along with the Base Prospectus,
in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” The
Pricing Prospectus and the Prospectus are hereafter called the “Prospectus Supplement”. Any reference to the “most
recent Preliminary Prospectus Supplement” shall be deemed to refer to the latest Preliminary Prospectus Supplement included in the
Registration Statement.
“Applicable Time”
means 11:30 p.m., Eastern time, on the date of this Agreement.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations
(“Rule 433”), including, without limitation, any “free writing prospectus” (as defined in Rule 405
of the Securities Act Regulations) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii) a
“road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed
with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains
a description of the Shares or of the Offering that does not reflect the final terms, in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic
Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Pricing Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus
and the information included on Schedule 2-A hereto, all considered together.
“SEC Reports”
means 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 (including the exhibits thereto and documents incorporated
by reference therein) since January 1, 2020.
2.1.2. Pursuant to the Exchange
Act. The Company has filed with the Commission a Form 8-A (File Number 001-40454) providing for the registration pursuant to
Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Common Stock.
The registration of the Common Stock under the Exchange Act became effective on the date of its filing. The Company has taken no action
designed to, or 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.
2.2.
Share Exchange Listing. The Common Stock have been approved for listing on the NYSE American (the “Exchange”),
subject to notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, delisting of the Common
Stock from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing.
2.3.
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority
has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus Supplement or the Prospectus
or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company
has complied with each request (if any) from the Commission for additional information.
2.4. Disclosures in
Registration Statement.
2.4.1. Compliance with Securities
Act and 10b-5 Representation.
(i) Each of the Registration
Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements
of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus Supplement, including the prospectus filed as part
of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each
was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations.
Each Preliminary Prospectus Supplement delivered to the Underwriters for use in connection with this Offering and the Prospectus was or
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
(ii) Neither the Registration
Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any Option Closing Date
(if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.
(iii) The Pricing Disclosure
Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and will not include
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict
with the information contained in the Registration Statement, any Preliminary Prospectus Supplement, the Pricing Prospectus or the Prospectus,
and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the
Applicable Time, did not include an 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; provided, however, that this
representation and warranty shall not apply to “Stabilization”; and “Electronic Distribution” sections of the
“Underwriting” section of the Prospectus (the “Underwriters’ Information”); and
(iv) Neither the Prospectus
nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission
pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statement
of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to the Underwriters’ Information.
2.4.2. Disclosure of Agreements.
The agreements and documents described in the SEC Reports and the Prospectus Supplement conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other documents required by the Securities Act and the Securities Act Regulations
to be described in the SEC Reports and the 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
or any of its direct and indirect significant subsidiaries, including each entity disclosed or described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus Supplement as being a significant subsidiary of the Company (each, a “Subsidiary”
and, collectively, the “Subsidiaries”) is a party or by which it is or may be bound or affected and (i) that is filed
as an exhibit to the SEC Reports and the Prospectus Supplement, or (ii) is material to the Company’s or its Subsidiaries’
business, has been duly authorized and validly executed by the Company or any Subsidiary, is in full force and effect in all material
respects and is enforceable against the Company or any Subsidiary, 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 therefor may be brought.
None of such agreements or instruments has been assigned by the Company or any Subsidiary, and neither the Company, any Subsidiary nor,
to the Company’s knowledge, any other party is in default thereunder and, to 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, except for any default or event
which would not reasonably be expected to result in a Material Adverse Change (as defined below). To the Company’s knowledge, performance
by the Company or any Subsidiary 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 Subsidiary or any of their respective assets or businesses (each, a “Governmental Entity”),
including, without limitation, those relating to environmental laws and regulations.
2.4.3. Prior Securities Transactions.
Since January 1, 2021, no securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any
person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration Statement,
the public filings of the Company’s affiliates (including in Section 16 and Section 13 filings), the Pricing Disclosure
Package and any Preliminary Prospectus Supplement.
2.4.4. Regulations. The
disclosures in the SEC Reports and the Prospectus Supplement concerning the effects of federal, state, local and all foreign regulation
on the Offering and the Company’s and its Subsidiaries’ business as currently contemplated are correct in all material respects
and no other such regulations are required to be disclosed in the SEC Reports and the Prospectus Supplement which are not so disclosed.
2.5. Changes After Dates
in Registration Statement.
2.5.1. No Material Adverse
Change. Since the respective dates as of which information is given in the SEC Reports and the Prospectus Supplement, except as otherwise
specifically stated therein: (i) there has been no material adverse change in the financial position or results of operations of
the Company nor any change or development that, singularly or in the aggregate, would involve a material adverse change in or affecting
the condition (financial or otherwise), results of operations, business, or assets of the Company (a “Material Adverse Change”);
(ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement;
and (iii) no officer or director of the Company has resigned from any position with the Company.
2.5.2. Recent Securities
Transactions, etc. Subsequent to the respective dates as of which information is given in the SEC Reports and the Prospectus
Supplement, and except as may otherwise be indicated or contemplated herein or disclosed in the SEC Reports and the Prospectus Supplement,
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.
2.6.
Independent Accountants. To the knowledge of the Company, Marcum LLP (“Auditor”),
whose report is filed with the Commission as part of the SEC Reports and the Prospectus Supplement, is an independent registered public
accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board.
Except as disclosed in the SEC Reports and the Prospectus Supplement, the Auditor has not, during the periods covered by the financial
statements included in the SEC Reports and the Prospectus Supplement, provided to the Company any non-audit services, as such term is
used in Section 10A(g) of the Exchange Act.
2.7.
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules, if any,
included in the SEC Reports and the Prospectus Supplement, fairly present in all material respects the financial position and the results
of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in
conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material
in the aggregate and do not contain all footnotes required by GAAP); and any supporting schedules included in the Registration Statement
present fairly in all material respects the information required to be stated therein. Except as included therein, no historical or pro
forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus
under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related
notes, if any, included in the SEC Reports and the Prospectus Supplement have been properly compiled and prepared in accordance with the
applicable requirements of the Securities Act and the Securities Act Regulations and present fairly in all material respects the information
shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to
give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing
Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act,
to the extent applicable. Each of the SEC Reports and the Prospectus Supplement discloses all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other
persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as
disclosed in the SEC Reports and the Prospectus Supplement, (a) neither the Company nor any of its Subsidiaries, including each entity
disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a Subsidiary of the Company,
has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the
ordinary course of business, (b) neither the Company nor any of its Subsidiaries has declared or paid any dividends or made
any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital of the Company or
any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has
not been any Material Adverse Change in the long-term or short-term debt of the Company or any of its Subsidiaries.
2.8.
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the SEC Reports and the Prospectus
Supplement, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the SEC
Reports and the Prospectus Supplement, the Company will have on the Closing Date the adjusted capitalization set forth therein. Except
as set forth in, or contemplated by, the SEC Reports and the Prospectus Supplement, on the Effective Date, as of the Applicable Time and
on the Closing Date and any Option Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire
any authorized, but unissued shares of Common Stock or any security convertible or exercisable into Common Stock, or any contracts or
commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.
2.9. Valid Issuance
of Securities, etc.
2.9.1. Outstanding Securities.
All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized
and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are
not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Shares conform in all material
respects to all statements relating thereto contained in the SEC Reports and the Prospectus Supplement. The offers and sales of the outstanding
shares of Common Stock of the Company 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 of such shares, exempt from such
registration requirements.
2.9.2. Securities Sold Pursuant
to this Agreement. The Shares have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders;
the 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; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has
been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the SEC Reports
and the Prospectus Supplement.
2.10.
Registration Rights of Third Parties. Except as set forth in the SEC Reports and the Prospectus Supplement, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the
right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities
in a registration statement to be filed by the Company.
2.11.
Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and,
when executed and delivered, will constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance
with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be
limited under the federal and state securities laws; and (iii) 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 therefor may
be brought.
2.12.
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents,
the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof
and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement
or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s certificate
of incorporation (as the same may be amended or restated from time to time, including all amendments and restatements to date, the “Charter”)
or the bylaws of the Company (as the same may be amended or restated from time to time, including all amendments and restatements to date,
(the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any
Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) above as would not, individually or in
the aggregate, reasonably be expected to cause a Material Adverse Change.
2.13.
No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation
of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule,
regulation, judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not,
individually or in the aggregate, reasonably be expected to cause a Material Adverse Change.
2.14. Corporate Power;
Licenses; Consents.
2.14.1. Conduct of Business.
Except as described in the SEC Reports and the Prospectus Supplement, the Company has all requisite corporate power and authority, and
has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials
and bodies that it needs as of the date hereof to conduct its business purpose as described in the SEC Reports and the Prospectus Supplement,
except for such authorizations, approvals, orders, licenses, certificates and permits that would not, individually or in the aggregate,
reasonably be expected to cause a Material Adverse Change.
2.14.2. Transactions Contemplated
Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions
hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization
or order of, and no filing with, any court, government agency, the Exchange or other body is required for the valid issuance, sale and
delivery of the Shares and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the
SEC Reports and the Prospectus Supplement, except with respect to applicable Securities Act Regulations, state securities laws and the
rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.15.
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Company’s directors and officers as described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, provided to the Underwriters, is true and correct in all material respects and the Company
has not become aware of any information which would cause the information disclosed in the Questionnaires to become materially inaccurate
and incorrect.
2.16.
Litigation; Governmental Proceedings. Except as disclosed to the Underwriters in writing prior to the date hereof, there
is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s
knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which
has not been disclosed in the SEC Reports and the Prospectus Supplement that, if determined adversely to the Company, would, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Change.
2.17.
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing
under the laws of the state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other
jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure
to qualify, singularly or in the aggregate, would not reasonably be expected to cause a Material Adverse Change.
2.18.
Insurance. The Company carries insurance in such amounts and covering such risks which the Company believes are reasonably
adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses
in similar industries.
2.19. Transactions Affecting
Disclosure to FINRA.
2.19.1. Finder’s Fees.
Except as disclosed in the SEC Reports and the Prospectus Supplement, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the
Shares hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its
shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
2.19.2. Payments Within Six
(6) Months. Except as described in the SEC Reports and the Prospectus Supplement, 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 six (6) months immediately prior to the filing of the Preliminary Prospectus Supplement, other than the payment to the Underwriters
as provided hereunder in connection with the Offering.
2.19.3. Use of Proceeds.
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.
2.19.4. FINRA Affiliation.
To the Company’s knowledge, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of
any class of the Company's securities or (iii) beneficial owner of the Company's unregistered equity securities which were acquired
during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of
a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.19.5. Information.
All information provided by the Company in its FINRA Questionnaire to Representative’s Counsel is true, correct and complete in
all material respects.
2.20.
Foreign Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its
Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions
to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or
employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for
office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist
it in connection with any actual or proposed transaction) that (i) might subject the Company or any of its Subsidiaries to any damage
or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material
Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company
or its Subsidiaries.
2.21.
Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries,
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”), and the Company and its Subsidiaries will not, directly or indirectly, use the proceeds of the Offering hereunder,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for
the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
2.22.
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering
Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company and its Subsidiaries with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.23.
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you
or to Representative’s Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.24.
Lock-Up Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s executive
officers, directors and holders of five percent (5%) or more of the Company’s outstanding securities (collectively, the “Lock-Up
Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement,
in a form substantially similar to that attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to
the execution of this Agreement.
2.25.
Subsidiaries. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company has no direct or indirect subsidiaries or variable interest entities and does not hold any equity interests in any other entity.
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any
lien, 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. All direct and indirect subsidiaries of the Company
are duly organized and in good standing under the laws of the place of organization or incorporation, and each subsidiary is in good standing
in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify would not result in a Material Adverse Change 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.
2.26.
Related Party Transactions. There are no business relationships or related party transactions involving the Company
or any of its Subsidiaries or any other person required to be described in the SEC Reports and the Prospectus Supplement that have not
been described in the SEC Reports and the Prospectus Supplement as required by the Securities Act Regulations.
2.27.
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth in the SEC Reports.
The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the
Exchange Act regulations (the “Exchange Act Regulations”), the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated
thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least
one (1) member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,”
as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons
serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
2.28. Sarbanes-Oxley
Compliance.
2.28.1. Disclosure Controls.
Except as disclosed in the SEC Reports and the Prospectus Supplement, the Company has developed and currently maintains disclosure controls
and procedures that complies with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are
effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible
for the preparation of the Company’s Exchange Act filings and other public disclosure documents.
2.28.2. Compliance. The
Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the
Sarbanes-Oxley Act.
2.29.
Accounting Controls. Except as disclosed in the SEC Reports and the Prospectus Supplement, the Company and its Subsidiaries
maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange
Act Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the
supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; 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. Except
as disclosed in the SEC Reports and the Prospectus Supplement, the Company is not aware of any material weaknesses in its internal control
over financial reporting, and with respect to such remedial actions disclosed in the SEC Reports and the Prospectus Supplement, the Company
represents that it has taken all remedial actions set forth in such disclosure. The Company’s auditors and the Audit Committee of
the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected
or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information;
and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees
who have a significant role in the Company’s or its Subsidiaries’ internal controls over financial reporting.
2.30.
No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the
proceeds thereof as described in the SEC Reports and the Prospectus Supplement, will not be, required to register as an “investment
company,” as defined in the Investment Company Act of 1940, as amended.
2.31.
No Labor Disputes. Except as would not, individually or in the aggregate, reasonably be expected to cause a Material
Adverse Change, no labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,
is imminent. To the knowledge of the Company, no executive officer of the Company 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 to any liability with respect to any of the foregoing matters. To the knowledge of the Company, the
Company is 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.
2.32.
Intellectual Property Rights. The Company and its Subsidiaries own or possess or have valid rights to use all patents,
patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses,
inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business
of the Company and its Subsidiaries as currently carried on and as described in the SEC Reports and the Prospectus Supplement, except
(i) as disclosed in the Registration Statement and the Prospectus or (ii) where the failure to own or possess such Intellectual
Property Rights would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change. Except as (i) disclosed
in the Registration Statement and the Prospectus or (ii) would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change, to the knowledge of the Company, no action or use by the Company or any Subsidiary necessary for the conduct
of their respective businesses as currently carried on and as described in the Registration Statement and the Prospectus will involve
or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Except as (i) disclosed
in the Registration Statement and the Prospectus or (ii) would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third
parties of any of the Intellectual Property Rights owned by the Company or any Subsidiary; (B) there is no pending or, to the knowledge
of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to
any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim,
that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected
to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the
knowledge of the Company, the Intellectual Property Rights licensed to the Company and its Subsidiaries have not been adjudged by a court
of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and
the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there
is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary
infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company
nor any Subsidiary has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable
basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32,
reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company
or any Subsidiary is in or has ever been in violation in any material respect of any term of any employment contract, invention assignment
agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former
employer where the basis of such violation relates to such employee’s employment with the Company or any Subsidiary, or actions
undertaken by the employee while employed with the Company or any Subsidiary and could reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Change.
Except as (i) disclosed
in the Registration Statement and the Prospectus or (ii) would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change, to the Company’s knowledge, all material technical information developed by and belonging to the Company
or any Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary is a party to or bound
by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required
to be set forth in the SEC Reports and the Prospectus Supplement and are not described therein. The SEC Reports and the Prospectus Supplement
contain in all material respects the same description of the matters set forth in the preceding sentence, except where the failure to
so describe would not reasonably be expected to result in a Material Adverse Change. Except as would not reasonably be expected to result,
individually or in the aggregate, in a Material Adverse Change, none of the technology employed by the Company or any Subsidiary has been
obtained or is being used by the Company or any Subsidiary in violation of any contractual obligation binding on the Company or any Subsidiary
or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.
2.33.
Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed
with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in
which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries
has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed
against the Company or any Subsidiary, as applicable, except for any such taxes that are currently being contested in good faith or as
would not reasonably be expected to cause a Material Adverse Change. 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. Except as disclosed in writing to the Underwriters,
(i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes
asserted as due from the Company or any Subsidiary, and (ii) no waivers of statutes of limitation with respect to the returns or
collection of taxes have been given by or requested from the Company or any Subsidiary. The term “taxes” means all federal,
state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits,
customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions
to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements
and other documents required to be filed in respect to taxes.
2.34.
ERISA Compliance. The Company is not subject to the Employee Retirement Income Security Act of 1974, as amended, or
the regulations and published interpretations thereunder.
2.35.
Compliance with Laws. To the Company’s knowledge, the Company’s and its Subsidiaries’ operations are
in compliance with all statutes, rules, or regulations applicable to the Company and its Subsidiaries in all material respects. The disclosures
in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of Federal, state, local and all
foreign regulation on the Company’s and its Subsidiaries’ businesses as currently contemplated are correct in all material
respects.
2.36.
Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the
time of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the
Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without
taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered
an ineligible issuer.
2.37.
Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
or such as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Company and
each of its Subsidiaries has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real
or personal property which are material to the business of the Company or its Subsidiaries, in each case free and clear of all liens,
encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and all of the leases
and subleases material to the business of the Company and its Subsidiaries, and under which the Company and its Subsidiaries hold properties
described in the SEC Reports and the Prospectus Supplement, are in full force and effect, and neither Company nor any Subsidiary has received
any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its
Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary
to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse
Change.
2.38.
Contracts Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the
Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity,
including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to
materially affect the Company’s or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital
resources required to be described or incorporated by reference in the SEC Reports and the Prospectus Supplement which have not been described
or incorporated by reference as required.
2.39.
Loans to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses
in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors
of the Company, or any of their respective family members, except as disclosed in the SEC Reports and the Prospectus Supplement.
2.40.
Industry Data. The statistical and market-related data included in each of the SEC Reports and the Prospectus Supplement
are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the
Company’s good faith estimates that are made on the basis of data derived from such sources.
2.41.
Forward-looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
2.42.
Smaller Reporting Company. As of the effective date, or deemed effective date, of the Registration Statement, the Company
was a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act Regulations.
2.43.
Application of Takeover Protections. The Company and the Board 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 Charter (or similar charter documents) (excluding, for purposes of
this representation, the “blank check” preferred shares that are authorized by the Company’s Charter) or the laws of
its jurisdiction 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 this Agreement or the Representative’s Warrant (as defined herein).
2.44.
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the
Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering
will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any
of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal
Reserve Board.
2.45.
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, and as of each Option
Closing Date, if any, after giving effect to the receipt by the Company of the proceeds from the sale of the 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 through December 31,
2023, 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 proceeds the Company receives from the sale of
the Shares, 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 (1) year from the Closing Date. The Registration
Statement, Pricing Disclosure Package and the Prospectus sets forth as of the date hereof all outstanding secured and unsecured indebtedness
of the Company or for which the Company has commitments.
2.46.
Lending Relationships. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus,
the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and
(ii) does not intend to use any of the proceeds from the sale of the Shares hereunder to repay any outstanding debt owed to any affiliate
of the Underwriters.
2.47.
No Immunity. Neither the Company, nor any of its properties or assets has any immunity from the jurisdiction of any
court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise)
under the laws of New York or United States federal law; and, to the extent that the Company or any of its properties, assets or revenues
may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced,
the Company waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement under New
York law as provided under this Agreement.
2.48.
Choice of Law. The Company has the power to submit, and pursuant to Section 9.6 of this Agreement, has legally,
validly, effectively and submitted, to the personal jurisdiction of each of the New York Courts, and the Company has the power to designate,
appoint and authorize, and pursuant to Section 9.6 of this Agreement, has legally, validly, effectively and irrevocably designated,
appointed an authorized agent for service of process in any action arising out of or relating to this Agreement or the Securities in any
New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over
the Company as provided in Section 9.6 of this Agreement.
2.49
Integration. 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
the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration
of any such securities under the Securities Act.
2.50
Confidentiality and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant
of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer
or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company
or be expected to result in a Material Adverse Change.
2.51
S-3 Eligibility. As of the date on which the Registration Statement was filed with the Commission, as of any
update of the Registration Statement pursuant to Section 10(a)(3) of the Securities Act (including the filing of any Annual
Report on Form 10-K), and as of the date hereof, the Company was and is eligible to file and use a “shelf” Registration
Statement on Form S-3 with the Commission and it meets the transaction requirements as set forth in General Instruction I.B.1 of
Form S-3.
3.
Covenants of the Company. The Company covenants and agrees as follows:
3.1.
Amendments to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment
or supplement to the Registration Statement or Prospectus Supplement proposed to be filed after the Effective Date and not file any such
amendment or supplement to which the Representative shall reasonably object in writing.
3.2. Federal Securities
Laws.
3.2.1. Compliance. The
Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations,
and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration
Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any
comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any
Preliminary Prospectus Supplement or the Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or
8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Shares. The Company shall effect all filings required
under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without
reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will
promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order, prevention or suspension
and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
3.2.2. Continued Compliance.
The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so
as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the SEC Reports and the Prospectus
Supplement. If at any time when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172 of the Securities
Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales
of the Shares, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the
Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include
an 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; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure
Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered
to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus,
as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will
promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct
such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements
and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or
supplement; and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or
use any such amendment or supplement to which the Representative or Representative’s Counsel shall reasonably object. The Company
will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The
Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within forty-eight
(48) hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from
the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment Option specified
in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount
of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel
for the Underwriters shall reasonably object.
3.2.3. Exchange Act Registration.
Until one (1) year after the date of this Agreement, the Company shall use its commercially reasonable efforts to maintain the registration
of the Common Stock under the Exchange Act.
3.2.4. Free Writing Prospectuses.
The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make any offer relating to the
Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,”
or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided
that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forth in Schedule
2-B. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed
consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied
and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where
required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs
an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained
in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not
misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free
Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
3.3.
Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver
or make available to the Representative and Representative’s Counsel, without charge, signed copies of the Registration Statement
as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates
of experts, and upon request will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as
originally filed and each amendment thereto (without exhibits) for each of the Underwriters; provided, however, that the availability
of the foregoing on the Commission’s EDGAR system shall be deemed to have been furnished to the Representative and Representative’s
Counsel at the same time furnished or filed with the Commission.
3.4.
Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available
to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would
be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter
may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.5. Intentionally Omitted.
3.6. Intentionally Omitted.
3.7.
Listing. The Company shall use its commercially reasonable efforts to maintain the listing of the Shares on the Exchange
for at least one (1) year from the date of this Agreement.
3.8. Intentionally Omitted.
3.9.
Transfer Agent. For so long as the Common Stock is registered under the Exchange Act, the Company shall retain a nationally
recognized transfer agent and registrar for the Common Stock.
3.10. Consideration;
Payment of Expenses
3.10.1.
Purchase Warrants. In the event that the Company receives gross proceeds of at least $4,000,000 from the Offering (excluding
proceeds from Company Introduced Investors), the Company hereby agrees to issue and sell to the Representative (and/or its designees)
on the Closing Date and Option Closing Date, as applicable, a warrant (“Representative’s Warrant”) for the purchase
of an aggregate number of shares of Common Stock representing three percent (3%) of the Shares sold in the Offering to investors other
than Company Introduced Investors. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit C (the
“Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which
is one hundred eighty (180) days immediately following the date of the commencement of sales of the offering and expiring on the two and
one half (2.5) year anniversary following the date of the commencement of sales of the offering at an initial exercise price per share
of Common Stock of $0.35, which is equal to 100% of the public offering price of the Shares. The Representative’s Warrant Agreement
and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s
Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against
transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180)
days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell,
transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for
a period of one hundred eighty (180) days immediately following the commencement of sales of the offering to anyone other than (i) an
Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any
such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
3.10.2.
General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the 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 Shares to be sold in the Offering (including the Over-allotment Option) with the Commission; (b) all Public Filing System
filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares
on the Exchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors;
(e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities
laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the
underwriting documents (including, without limitation, the Underwriting Agreement and any Blue Sky Surveys in each case as is necessary
for an Offering of this type), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many
preliminary and final prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the Company’s
public relations firm, should the Company engage such a firm in its discretion; (h) the costs of preparing, printing and delivering
certificates representing the Shares, if requested; (i) fees and expenses of the transfer agent for the Common Stock; (j) share
transfer and/or stamp taxes, if any, payable upon the transfer of the Shares from the Company to the Underwriters; (k) the fees and
expenses of the Company’s accountants; (l) the fees and expenses of the Company’s legal counsel and other agents and
representatives; (m) fees and expenses of the Representative’s Counsel (up to a maximum of $75,000 and subject to the limitations
below); (n) the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance
software for the Offering; (o) the Underwriters’ actual accountable “road show” expenses for the Offering; and
(p) the costs associated with commemorative mementos and lucite tombstones with all of the Underwriters’ out-of-pocket expenses
under sub-sections 3.10.2(d) not to exceed $7,500, and under sub-sections 3.10.2 (m)-(p) not to exceed $117,500, less the $32,500
advance the Company previously paid to The Benchmark Company, LLC . The Representative may deduct from the net proceeds of the Offering
payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company
to the Underwriters.
3.11.
Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent
with the application thereof described under the caption “Use of Proceeds” in the Prospectus Supplement.
3.12.
Rule 158. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make
generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters
the benefits contemplated by, Rule 158(a) under Section 11(a) of the Securities Act.
3.13.
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or stockholders has taken
or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or
result in, under Regulation M of 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 Shares.
3.14.
Internal Controls. Except to the extent disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus,
the Company shall 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.
3.15.
Accountants. As of the date of this Agreement, the Company has retained an independent registered public accounting
firm reasonably acceptable to the Representative, and the Company shall continue to retain an independent registered public accounting
firm registered with the Public Company Accounting Oversight Board for a period of at least one (1) year after the date of this Agreement.
The Representative acknowledges that the Auditor is acceptable to the Representative.
3.16.
FINRA. For a period of ninety (90) days from the later of the Closing Date or the Option Closing Date, the Company shall
advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director
of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial
owner of the Company's unregistered equity securities which were acquired during the one hundred and eighty (180) days immediately preceding
the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering
(as determined in accordance with the rules and regulations of FINRA).
3.17.
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company
is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent 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.
3.18. Company Lock-Up
Agreements.
3.18.1. Restriction on Sales
of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative,
it will not, during the Lock-Up Period (as defined herein), (i) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable
for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating
to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares
of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of
credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii),
(iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash
or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the Shares of the Company to be
sold hereunder, (ii) the issuance of Common Stock by the Company upon the exercise of a stock option or warrant or the conversion
of a security outstanding on the date hereof, (iii) the grant or issuance by the Company of options or Common Stock under any employee
benefit plans, qualified stock option plans or equity compensation plans of the Company, (iv) any issuance of securities disclosed
in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (v) the filing of a Registration Statement on Form S-4
or Form S-8 or any successor form thereto, (vi) an “at-the-market” transaction involving an offer to sell, sale,
contract to sell, grant of any option to sell or other disposition of shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company with the Representative and (vii) securities issued
pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that
any such issuance shall only be to a person or entity (or to the equity-holders of an entity) 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. “Lock-Up Period”
means a period of sixty (60) days after the date of this Agreement.
3.18.2. Intentionally
Omitted.
3.19.
Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions
set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide
the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release
or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B
hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.
3.20.
Blue Sky Qualifications. If legally required, the Company shall use its best efforts, in cooperation with the Underwriters,
if necessary, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete
the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.21.
Reporting Requirements. The Company, during the period when a prospectus relating to the Shares is (or, but for the
exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to
be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.
Additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under
the Securities Act Regulations.
3.22.
Press Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release
or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise,
or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business
and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent
of the Representative, which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after
notification to the Representative, such press release or communication is required by law.
4.
Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Shares,
as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the
date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers
of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the
following conditions:
4.1. Regulatory Matters.
4.1.1. Effectiveness of Registration
Statement. The Company has responded to all requests, if any, of the Commission for additional or supplemental information. No stop
order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted
or are pending or, to the knowledge of the Company, are threatened by the Commission.
4.1.2. FINRA Clearance.
On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. Intentionally Omitted.
4.2. Company Counsel
Matters.
4.2.1. Closing Date Opinions
of Counsels. On the Closing Date, the Representative shall have received the opinion, in form and substance reasonably satisfactory
to Representative’s Counsel addressed to each of the Underwriters (including the Representative) and stating that such opinions
may be relied upon by Representative’s Counsel, of each of the following counsels:
(i) Sichenzia Ross Ference
LLP, counsel for the Company; and
(ii) Venture Pacific
Law, P.C., intellectual property counsel for the Company.
4.2.2. Option Closing Date
Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have received the opinions of counsel listed in Section 4.2.1
dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative,
confirming as of the Option Closing Date, the statements made by such counsel in their opinions delivered on the Closing Date.
4.2.3. Reliance. In rendering
such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States
and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if
at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably
acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper,
on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody
of documents respecting the corporate existence or good standing of the Company.
4.3. Comfort Letters.
4.3.1. Cold Comfort Letter.
At the time this Agreement is executed you shall have received a cold comfort letter containing statements and information of the type
customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information
contained in the SEC Reports and the Prospectus Supplement, addressed to the Representative and in form and substance satisfactory in
all respects to you and to the Auditor, dated as of the date of this Agreement.
4.3.2. Bring-down Comfort
Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor a
letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements
made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more
than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.
4.4. Officers’
Certificates.
4.4.1. Officers’ Certificate.
The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date (if such date
is other than the Closing Date), of each of its (a) Chief Executive Officer and (b) Chief Financial Officer, stating that (i) such
officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the
Prospectus Supplement and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of
the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other
than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such
date is other than the Closing Date), the Prospectus Supplement and each amendment or supplement thereto, as of the respective date thereof
and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the
effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the
Registration Statement, the Pricing Disclosure Package or the Prospectus Supplement, which was not so disclosed, (iii) to the best
of their knowledge, as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations
and warranties of the Company in this Agreement are true and correct in all material respects (except for those representations and warranties
qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties which
refer to facts existing at a specific date, which shall be true and correct as of such date) and the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing
Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited
financial statements included or incorporated by reference in the Pricing Disclosure Package, a Material Adverse Change, in the financial
position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material
adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations,
business, assets or prospects of the Company, except as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus
Supplement.
4.4.2. Officer’s Certificate.
At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed
by the President and Chief Operating Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively,
certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect;
(ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering
are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.
4.5.
No Material Changes. 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 in the condition or the business activities, financial or otherwise, of the Company or any Subsidiary
from the latest dates as of which such condition is set forth in the SEC Reports and the Prospectus Supplement; (ii) no action, suit
or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or
federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may reasonably be
expected to cause a Material Adverse Change, except as set forth in the SEC Reports and the Prospectus Supplement; (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 SEC Reports and the Prospectus Supplement 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 Securities Act Regulations and shall conform in
all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement,
the Pricing Disclosure Package 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.
4.6. Delivery of Agreements.
4.6.1. Lock-Up Agreements.
On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the Lock-Up Agreements
from each of the persons listed in Schedule 3 hereto.
4.7.
Additional Documents. At the Closing Date and at each Option Closing Date (if any) Representative’s Counsel shall
have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling Representative’s
Counsel to deliver an opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and
sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Representative and Representative’s
Counsel.
5.
Indemnification.
5.1. Indemnification
of the Underwriters.
5.1.1. General. Subject
to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its
and their respective directors, officers, agents employees, affiliates, agents and each person, if any, who controls any such Underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter
Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, the reasonable, documented out of pocket fees and expenses of counsel
for the Underwriter Indemnified Parties incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between
any of the Underwriter Indemnified Parties 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 (a “Claim”),
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in (A) the SEC Reports, the Prospectus Supplement, or in any Issuer Free Writing Prospectus
(as from time to time each may be amended and supplemented); (B) any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations
made to investors by the Company (whether in person or electronically); or (C) any application or other document or written communication
(in this Section 5, collectively called “application”) executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission,
any state securities commission or agency, the Exchange or any other national securities exchange; unless such statement or omission was
made in reliance upon, and in conformity with, the Underwriters’ Information. With respect to any untrue statement or omission or
alleged untrue statement or omission made in the Registration Statement, Pricing Disclosure Package or Prospectus, the indemnity agreement
contained in this Section 5.1.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any
loss, liability, claim, damage or expense of such Underwriter Indemnified Party 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 Shares to such person as required by the Securities Act and the Securities Act Regulations, 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 Section 3.3 hereof. The Company also agrees that it will reimburse each Underwriter Indemnified Party
for all reasonable, documented out-of-pocket fees and expenses (including the reasonable, documented out of pocket fees and expenses of
counsel for the Underwriter Indemnified Parties) (collectively, the “Expenses”), and further agrees to advance payment
of Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending any Claim.
5.1.2. Procedure. If
any action is brought against an Underwriter Indemnified Party in respect of which indemnity may reasonably be sought against the Company
pursuant to Section 5.1.1, such Underwriter Indemnified Party 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 reasonably satisfactory
to such Underwriter Indemnified Party. Such Underwriter Indemnified Party 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 Indemnified Party unless the Company
has failed promptly to assume the defense and employ counsel for the benefit of the Underwriter Indemnified Persons or such Underwriter
Indemnified Person shall have been advised that in the opinion of counsel that there is an actual conflict of interest that prevents the
counsel designated by the Company and approved by the Underwriters and engaged by the Company for the purpose of representing the Underwriter
Indemnified Party, to represent both such Underwriter Indemnified Party and any other person requested or proposed to requested by such
counsel. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not
be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall
not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending
or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether
or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes
an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities,
expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.
5.2.
Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the
Company, its directors, its officers who signed the Registration Statement and persons 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 the several Underwriters, as incurred, but only with respect to such losses, liabilities,
claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged
untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus Supplement, the Pricing Disclosure Package
or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in conformity with, the Underwriters’
Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus
Supplement, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application,
and in respect of which indemnity may be sought against any 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 the several Underwriters by the
provisions of Section 5.1.2. The Company agrees promptly to notify the Representative of the commencement of any litigation
or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Shares
or in connection with the SEC Reports, the Prospectus Supplement, or any Issuer Free Writing Prospectus.
5.3. Contribution.
5.3.1. Contribution Rights.
If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless
an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in
respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to
the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the
Underwriters, on the other, from the Offering of the Shares, or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions
that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall
be deemed to be in the same proportion as the total net proceeds from the Offering of the Shares purchased under this Agreement (before
deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and
the total underwriting discounts and commissions received by the Underwriters with respect to the Shares purchased under this Agreement,
as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference
to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action
in respect thereof, referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5.3.1 in no event shall an Underwriter be required to contribute
any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect
to the Offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
5.3.2. Contribution Procedure.
Within fifteen (15) 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 (15) 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 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 5.3.2 are intended to supersede, to the extent permitted by law, any
right to contribution under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute
pursuant to this Section 5.3 are several and not joint.
6.
Default by an Underwriter.
6.1.
Default Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or
their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number
of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate ten percent (10%) of the
number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares
to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2.
Default Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1
relates to more than ten percent (10%) of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another
party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within
one (1) Business Day after such default relating to more than ten percent (10%) of the Firm Shares or Option Shares, you do not arrange
for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business
Day within which to procure another party or parties reasonably satisfactory to you to purchase said Firm Shares or Option Shares on such
terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates
as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on
the part of the Company (except as provided in Sections 8.3 and 5 hereof) or the several Underwriters (except as provided
in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this
Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting
Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.
6.3.
Postponement of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to
be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall
have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package
or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration
Statement, the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with
like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Option Shares.
7.
Additional Covenants.
7.1.
Right of First Refusal. Provided that the Company receives at least Four Million Dollars ($4,000,000) in gross proceeds
from this Offering (excluding proceeds from Company Introduced Investors), the Company shall grant the Representative a right of first
refusal (the “Right of First Refusal”) to act as lead or joint investment banker, lead or joint book-runner, lead or
joint placement agent, and/or investment banker/advisor, for each and every future public and private equity and debt offering, including
all equity linked financings, for the Company, or any successor to or any subsidiary of the Company (each, a “Subject Transaction”),
on terms customary to the Representative until December 29, 2023. For the avoidance of any doubt, unless the Representative declines
to participate in the Subject Transaction, the Company shall not retain, engage or solicit any additional investment banker, book-runner,
placement agent and/or investment banker/advisor in a Subject Transaction without the express written consent of the Representative. The
Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing
written notice to the Representative in a manner consistent with Section 9.1 hereof. If the Representative fails to exercise its
Right of First Refusal with respect to any Subject Transaction within five (5) Business Days after such written notice, then the
Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole
and absolute discretion, not to exercise their Right of First Refusal with respect to any Subject Transaction; provided that any such
election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other
Subject Transaction until December 29, 2023.
8.
Effective Date of this Agreement and Termination Thereof.
8.1.
Effective Date. This Agreement shall become effective on the date (the “Effective Date”) when both
the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.
8.2.
Termination. 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 the Representative’s opinion
will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the Exchange
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 Firm Shares
or Option 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, 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 Shares or to enforce contracts made by the Underwriters for the sale of the Shares.
8.3.
Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters,
pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within
the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters
their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the
fees and disbursements of Representative’s Counsel not to exceed $75,000), not to exceed the amounts set forth in Section 3.10.2
and, upon demand, the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided,
however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding
the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(f)(2)(C).
8.4.
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 Section 5 shall remain in
full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this
Agreement or any part hereof.
8.5.
Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect
regardless of (i) any investigation made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling
any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Shares.
9.
Miscellaneous.
9.1.
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall
be mailed (by U.S. nationally recognized overnight courier service), personally delivered or sent by facsimile transmission and confirmed,
or sent by email and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) Business Days after such
mailing or if sent by email, on the next Business Day following the transmission.
If to the Representative:
The Benchmark Company, LLC
150 E 58th Street, 17th Floor
New York, NY 10155
Attn: Michael S. Jacobs
Email: mjacobs@benchmarkcompany.com
With a copy (which shall not constitute notice) to:
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, 39th Floor
New York, NY 10112-0015
Attention: Richard A. Friedman, Esq.
Email: rafriedman@sheppardmullin.com
If to the Company:
KULR Technology Group, Inc.
4863 Shawline Street
San Diego, California 92111
Attention: Michael Mo
Email: michael.mo@kulrtechnology.com
With
a copy (which shall not constitute notice) to:
Sichenzia Ross Ference LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
Attention: Jay Yamamoto, Esq.
Email: jyamamoto@srf.law
9.2.
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
9.3.
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4.
Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in
connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding
anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that
certain engagement letter between the Company, The Benchmark Company, LLC and KULR Technology Group, Inc., dated August 1, 2023,
shall remain in full force and effect.
9.5.
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the
Underwriters, and the Company and their respective successors, legal representatives, and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions
herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities
from any of the Underwriters.
9.6.
Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its affiliates)
and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.7.
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute
valid and sufficient delivery thereof.
9.8.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement
shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any
provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written
instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature Page Follows]
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 between us.
|
Very truly yours, |
|
|
|
|
KULR TECHNOLOGY GROUP, INC. |
|
|
|
|
By: |
/s/
Michael Mo |
|
|
Name: Michael
Mo |
|
|
Title: CEO |
Confirmed as of the date first written above mentioned,
on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:
THE BENCHMARK COMPANY, LLC
By: |
/s/
John J. Borer III |
|
|
Name: John
J. Borer III |
|
|
Title: Senior
Managing Director |
|
SCHEDULE 1
Underwriter |
|
Total
Number of
Firm Shares
to be
Purchased |
|
|
Number of
Additional
Option Shares to be
Purchased if the
Over-
Allotment
Option is
Fully Exercised |
|
THE BENCHMARK COMPANY, LLC |
|
|
7,142,857 |
|
|
|
1,071,428 |
|
TOTAL |
|
|
7,142,857 |
|
|
1,071,428 |
|
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: 7,142,857
Number of Option Shares: 1,071,428
Public Offering Price per Firm Share for non Company Introduced Investors:
$0.35
Public Offering Price per Firm Share for Company Introduced Investors:
$0.35
Public Offering Price per Option Share for non Company Introduced
Investors: $0.35
Public Offering Price per Option Share for Company Introduced Investors:
$0.35
Underwriting Discount per Firm Share for non Company Introduced Investors:
$0.0245
Underwriting Discount per Firm Share for Company Introduced Investors:
$0.0105
Underwriting Discount per Option Share for non Company Introduced
Investors: $0.0245
Underwriting Discount per Option Share for Company Introduced Investors:
$0.0105
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
None.
SCHEDULE 3
List of Lock-Up Parties
Michael Mo |
Timothy Knowles |
Shawn Canter |
William Walker |
Keith Cochran |
Michael Carpenter |
Joanna Massey |
Morio Kurosaki |
SCHEDULE 4
Company Introduced Investors
Michael Mo
EXHIBIT A
Form of Lock-Up Agreement
[Attached]
EXHIBIT B
Form of Press Release
KULR Technology Group, Inc.
[Date]
KULR
Technology Group, Inc. (the “Company”) announced today that The Benchmark Company, LLC, acting as representative
for the underwriters in the Company’s recent public offering of _______ shares of common stock of the Company, is [waiving] [releasing]
a lock-up restriction with respect to _________ shares of common stock of the Company held by [certain officers or directors] [an officer
or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares of common stock may be sold on
or after such date.
This press release is not an offer or sale
of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
EXHIBIT C
Representative’s Warrant Agreement
Exhibit 5.1
September 13, 2023
KULR Technology Group, Inc.
4863 Shawline Street
San Diego, California 92111
Re: Prospectus Supplement to Registration Statement
on Form S-3
Ladies and Gentlemen:
We have acted as counsel to
KULR Technology Group, Inc., a Delaware corporation (the “Company”), in connection with (i) the Registration Statement
on Form S-3 (File No. 333-257697) (the “Registration Statement”) filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration by the Company of, among other things, common stock, par value
$0.0001 per share (the “Common Stock”), which may be issued from time to time as set forth in the Registration Statement
and the prospectus contained therein; and (ii) the prospectus supplement dated September 12, 2023 (the “Prospectus Supplement”)
relating to the issue and sale pursuant to the Registration Statement of up to 8,214,285 shares (the “Shares”) of Common
Stock, which includes up to 1,071,428 Shares subject to an underwriter’s over-allotment option.
The Shares are to be sold
by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) dated as of September 12, 2023,
between the Company, and The Benchmark Company, LLC, as the sole book-running manager and
representative of several underwriters. The Underwriting Agreement will be filed with the Commission as Exhibit 1.1 to the
Company’s Current Report on Form 8-K dated September 13, 2023 (“Form 8-K”).
You have requested our opinion
as to the matters set forth below in connection with the issuance of the Shares. For purposes of rendering this opinion, we have examined
the Registration Statement, the Prospectus Supplement, forms of the Second Amended and Restated Certificate of Incorporation, and Amended
and Restated Bylaws of the Company currently in effect, the Underwriting Agreement, and the corporate action of the Company that provides
for the issuance of the Shares and execution of the Underwriting Agreement, and we have made such other investigation as we have deemed
appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to
our opinion, we have also relied on a certificate of an officer of the Company. We have not independently verified the matters set forth
in such certificates.
We express no opinion herein
as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to
the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued and paid for as described
in the Prospectus Supplement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing
of this opinion as an exhibit to the Form 8-K and to the reference to our name under the caption “Legal Matters” in the Prospectus
Supplement. In giving our consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement
or the Prospectus Supplement, within the meaning of the term “expert,” as used in Section 11 of the Securities Act or the
rules and regulations promulgated thereunder by the Commission, nor do we admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Sichenzia Ross Ference LLP
SICHENZIA
ROSS FERENCE LLP
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1662684/000110465923100241/tm2324031d1_ex99-1img001.jpg)
KULR Announces Proposed Public Offering of Common
Stock
SAN DIEGO / GLOBENEWSWIRE / September 12,
2023 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"),
a global leader in sustainable energy management, today announced that it intends to offer and sell shares of its common stock in an
underwritten public offering. All of the shares of common stock in the underwritten public offering are to be sold by the Company. The
Company also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the number of shares of common
stock offered in the public offering solely to cover over-allotments, if any. The offering is subject to market conditions, and there
can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The Company intends to use the net proceeds from
the proposed offering to pay off certain amounts of the outstanding balance owed under its existing financing facility, as well as for
working capital and general corporate purposes.
The Benchmark Company is acting as the sole book-running
manager for the offering and Titan Partners Group, a division of American Capital Partners, LLC is acting as the co-manager.
The securities will be offered and sold pursuant
to a shelf registration statement on Form S-3 (File No. 333-257697), including a base prospectus, filed with the U.S. Securities and
Exchange Commission (the “SEC”) on July 6, 2021 and declared effective on July 13, 2021. The offering will be made only by
means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering has
been or will be filed with the SEC on its website at www.sec.gov. Copies of the preliminary prospectus
supplement and the accompanying prospectus relating to the offering may also be obtained from the offices of The Benchmark Company, LLC,
150 East 58th Street, 17th floor, New York, NY 10155, by email at prospectus@benchmarkcompany.com,
or by calling +1 (212)-312-6700. Before investing in this offering, interested parties should read in their entirety the preliminary
prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated
by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company
and such offering.
This press release shall not constitute an offer
to sell or a 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 registration or qualification under the securities laws of any such state or jurisdiction.
About KULR Technology Group Inc.
KULR Technology
Group Inc. (NYSE American: KULR) is a leading energy management platform company offering proven solutions that play a critical role
in accelerating the electrification of the circular economy. Leveraging a foundation in developing, manufacturing, and licensing next-generation
carbon fiber thermal management technologies for batteries and electronic systems, KULR has evolved its holistic suite of products and
services to enable its customers across disciplines to operate with efficiency and sustainability in mind. For more information, please
visit www.kulrtechnology.com.
Safe Harbor Statement
This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This release
contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties.
Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ
materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business,
which include the risk factors disclosed in our Annual Report Form 10-K filed with the Securities and Exchange Commission on March 28,
2023, as may be amended or supplemented by other reports we file with the Securities and Exchange Commission from time to time. Forward-looking
statements include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified
by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “should,” and “would” or similar words. Except as required by law, we
assume no obligation to update the information included in this press release, whether as a result of new information, future events or
otherwise.
Investor Relations:
KULR Technology Group, Inc.
Phone: 858-866-8478 x 847
Email: ir@kulrtechnology.com
Media Relations:
Further PR
Email: press@furtherpr.com
Exhibit 99.2
![](https://www.sec.gov/Archives/edgar/data/1662684/000110465923100241/tm2324031d1_ex99-2img001.jpg)
KULR Announces Pricing of $2.5 Million Public
Offering of Common Stock
KULR CEO to Participate in Public Offering as
Company Pays Down Debt and Funds Growth
SAN
DIEGO / GLOBENEWSWIRE / September 13, 2023 / KULR Technology Group, Inc.
(NYSE American: KULR) (the "Company" or "KULR"), a global leader in sustainable energy management, today announced
that it has priced its underwritten public offering of 7,142,857 shares of its common stock at a
public offering price of $0.35 per share. All shares of common stock in the underwritten public offering are to be sold by the Company.
The Company expects the gross proceeds from this offering, led by participation from KULR Chief Executive Officer Michael Mo, to be approximately
$2.5 million, before deducting the underwriting discount and other estimated offering expenses. The Company has granted the underwriters
a 30-day option to purchase up to 1,071,428 additional shares of common stock. The Company expects
to close the offering on September 15, 2023, subject to customary conditions.
The Company intends to use the net proceeds from
the proposed offering to pay off certain amounts of the outstanding balance owed under its existing financing facility, as well as for
working capital and general corporate purposes.
The Benchmark Company is acting as the sole book-running
manager for the offering and Titan Partners Group, a division of American Capital Partners, LLC is acting as the co-manager.
The
securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-257697), including
a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2021 and declared effective
on July 13, 2021. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying
prospectus describing the terms of the offering has been filed with the SEC on its website at www.sec.gov. A
copy of the final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and
may be obtained, when available, for free on the SEC's website located at http://www.sec.gov. When available, electronic
copies of the final prospectus supplement and accompanying prospectus relating to the offering may also be obtained from the offices
of The Benchmark Company, LLC, 150 East 58th Street, 17th Floor, New York, NY 10155, by email at prospectus@benchmarkcompany.com,
or by calling +1 (212)-312-6700. Before investing in this offering, interested parties should read in their entirety the final prospectus
supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference
in such final prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer
to sell or a 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 registration or qualification under the securities laws of any such state or jurisdiction.
About
KULR Technology Group Inc.
KULR
Technology Group Inc. (NYSE American: KULR) is a leading energy management platform company offering proven solutions that play a critical
role in accelerating the electrification of the circular economy. Leveraging a foundation in developing, manufacturing, and licensing
next-generation carbon fiber thermal management technologies for batteries and electronic systems, KULR has evolved its holistic suite
of products and services to enable its customers across disciplines to operate with efficiency and sustainability in mind. For more information,
please visit www.kulrtechnology.com.
Safe
Harbor Statement
This press release does not constitute an offer
to sell or a solicitation of offers to buy any securities of any entity. This release contains certain forward-looking statements based
on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release
are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied
in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed
in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2023, as may be amended or
supplemented by other reports we file with the Securities and Exchange Commission from time to time. Forward-looking statements include
statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking
words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “should,” and “would” or similar words. Except as required by law, we assume no obligation
to update the information included in this press release, whether as a result of new information, future events or otherwise.
Investor Relations:
KULR Technology Group, Inc.
Phone: 858-866-8478 x 847
Email:
ir@kulrtechnology.com
Media Relations:
Further PR
Email: press@furtherpr.com
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