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FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC) Files An 8-K Entry into a Material Definitive Agreement

FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.     Entry into a Material Definitive Agreement.

On June 21, 2021, FalconStor Software, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as the sole underwriter party thereto (the “Underwriter”), which provided for the issuance and sale by the Company, and the purchase by the Underwriter, of an aggregate of 725,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”). The Company also granted the Underwriter a 30-day option to purchase up to an additional 108,750 shares of the Company’s common stock (the “Option Shares”, and together with the Firm Shares, the “Shares”) on the same terms and conditions (the “Offering”).

The Underwriter agreed to purchase the Shares to the Underwriting Agreement at a price of $4.10 per share. The Shares were offered, issued and sold to the Company’s Registration Statement on Form S-1 (File No. 333-256756) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2021, as amended, which the SEC declared effective on June 21, 2021. A final prospectus describing the terms of the Offering was filed with the SEC on June 22, 2021 to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

Item 8.01.     Other Events

On June 21, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On June 23, 2021, the Company issued and sold to the Underwriter an aggregate of 811,750 shares of the Company’s common stock (including 86,750 Option Shares) and thereby closed the Offering at a price of $4.10 per share, for net proceeds of approximately $2.9 million after deducting the underwriting discount and estimated offering expenses payable by the Company.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement dated June 21, 2021
99.1 Press Release dated June 21, 2021, announcing the pricing of its public offering of Common Stock

EX-1.1 2 ex11to8k04637018_06232021.htm Exhibit 1.1   Execution Version   FALCONSTOR SOFTWARE,…
To view the full exhibit click here


FalconStor Software, Inc. is a Software-Defined Storage (SDS) company offering a converged data services software platform. The Company’s platform FreeStor, allows information technology (IT) organizations minimize and eliminate that complexity with the delivery of migration, continuity, protection, recovery and optimization for any storage environment through a management interface for a price based on managed capacity across arrays, servers, hypervisors, data centers, and the cloud. The Company’s Intelligent Abstraction core provides a scalable storage hypervisor, coupled with a data services engine and automation. The Company’s Business Continuity and Disaster Recovery products include network storage server (NSS) and continuous data protector (CDP). Its Optimized Backup and Deduplication (OBD) products merge its virtual tape library (VTL) and file-interface deduplication system (FDS) solutions.

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