| Item
1.01 |
Entry
into a Material Definitive Agreement. |
As
previously disclosed in the Original Form 8-K, the Company entered into securities purchase agreement and other confirmation of ownership
with investors on April 17, 2023 (collectively, the “Purchase Agreements”), pursuant
to which the Company agreed to issue and sell an aggregate of 793,585 shares of its common stock (the “Registered Shares”)
in a registered direct offering (the “Registered Offering”) at a purchase price of $2.75 per share. The first closing for
the sale of 782,675 Registered Shares occurred on April 17, 2023 and the second closing for the sale of 10,910 Registered Shares occurred
on April 24, 2023.
The
gross proceeds from the Offering were $2,182,355.
The Company estimates that the net proceeds from the Registered Offering will be $2,093,898.75 after deducting offering expenses
of $25,000 and fees payable of $63,456.25 to Bancroft Capital, LLC ( “Broker” or “Bancroft”). The Company intends
to use the net proceeds from the Registered Offering primarily for commercialization of its lead product Spryng™ with OsteoCushion™
Technology, to finance clinical trials and to fund working capital and general corporate purposes.
The
Company engaged the Broker, a broker-dealer registered with the SEC and a member of FINRA, pursuant to a finder’s agreement dated
March 28, 2023 (“Finders Fee Agreement”) to introduce it to investors. The Broker introduced the Company to three investors,
which purchased an aggregate of 461,500 shares of Common Stock in the Registered Offering, which represented gross proceeds to the Company
of $1,269,125. For its services, the Broker will receive a finder’s fee equal to 5% of the amount invested by these three investors,
which is $63,456.25.
The
Registered Shares were offered pursuant to prospectus supplements dated March 28, 2023 and April 17, 2023, and a base prospectus dated
May 13, 2022, which is part of a registration statement (“Registration Statement”) on Form S-3 (Registration No. 333-264700)
that was declared effective by the Securities and Exchange Commission (the “SEC”) on May 13, 2022. Copies of the prospectus
supplement and the accompanying prospectus relating to the Registered Shares may be obtained for free by visiting the SEC’s website
at www.sec.gov.
The
form of Purchase Agreement and Finder’s Fee Agreement were filed as Exhibits 10.1 and 10.2 to the Original Form 8-K and are incorporated
herein and into the Registration Statement by this reference. The legal opinion of Fox Rothschild LLP, counsel to the Company, relating
to the validity of the Registered Shares sold in the Registered Offering was filed as Exhibit 5.1 to the Original Form 8-K and is incorporated
herein and into the Registration Statement by this reference.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.