ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 14, 2018, Aerkomm Inc., a Nevada
corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with
Boustead Securities, LLC (the “Underwriter”) in connection with the public offering, issuance and sale by the Company
of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Underwriting Agreement provides
for the offer and sale of up to 7,058,823 shares of Common Stock on a best efforts basis, with a minimum requirement of 588,235
shares, at the public offering price of $8.50 per share, less underwriting discounts, for minimum gross proceeds $5,000,000 and
up to a maximum of $60,000,000 (the “Offering”). Under the terms of the Underwriting Agreement, the Company has granted
the Underwriter an over-subscription option, exercisable for 45 days from the date of the Underwriting Agreement, pursuant to which
we may sell up to 1,058,823 additional shares of the Common Stock at the public offering price, less underwriting discounts.
The material terms of the Offering are
described in the prospectus, dated May 14, 2018, filed by the Company with the Securities and Exchange Commission (the “Commission”)
on May 14, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering
is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-222208), initially
filed by the Company on December 20, 2017 (the “Registration Statement”).
The Underwriting Agreement contains customary
representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed
to indemnify the Underwriter against certain liabilities and to contribute to payments the Underwriter may be required to make
because of any of those liabilities.
An initial closing of the Offering was
held on May 14, 2018, pursuant to which the Company issued and sold 588,236 shares of Common Stock. The Company received net proceeds
of approximately $4.5 million after underwriting discounts, commissions and offering expenses payable by the Company. Additional
closings of the Offering may be held from time to time until August 5, 2018, which date may be extended until September 4, 2018
and further extended for up to an additional 45 days if the over-subscription option is exercised.
The above description of the Underwriting
Agreement is qualified in its entirety by reference to the Underwriting Agreement, a form of which is filed as Exhibit 1.1 to the
Registration Statement and is incorporated herein by reference.