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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date
of report (date of earliest event reported): July 11, 2024
SHINECO,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37776 |
|
52-2175898 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
T1,
South Tower, Jiazhaoye Square, Chaoyang District,
Beijing, People’s Republic of China 100022
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (+86) 10-87227366
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
SISI |
|
The
Nasdaq Stock Market 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
July 11, 2024, Shineco, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with EF Hutton LLC, as the representative (the “Representative”) for the underwriters listed on Schedule 1 thereto (the “Underwriters”),
relating to the underwritten public offering (the “Offering”) of 1,869,160 shares of common stock, par value $0.001 per share
of the Company (the “Shares”), at a public offering price of $1.07 per share, for aggregate gross proceeds of approximately
$2.0 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters
a 45-day option to purchase up to an additional 280,374 shares of its common stock at the public offering price per share, less the underwriting
discounts to cover over-allotments, if any. EF Hutton LLC is acting as the sole book-running manager for the Offering.
The
Offering closed on July 15, 2024. The Company delivered the Shares to the Representative on the same day.
The
Shares were offered under the Company’s registration statement on Form S-3 (File No. 333-261229), initially filed with the
U.S. Securities and Exchange Commission on November 19, 2021, as amended on May 11, 2022, and on June 3, 2022, and was declared
effective on June 10, 2022 (the “Registration Statement”). A preliminary prospectus supplement to the Registration
Statement in connection with the Offering was filed with the U.S. Securities and Exchange Commission on July 11, 2024, and a final
prospectus supplement was filed on July 15,
2024.
The
aggregate gross proceeds of the Offering are approximately $2.0 million, prior to deducting underwriting discounts and other
offering expenses. The net proceeds from the offering will be approximately $1.6 million, after deducting the estimated underwriting
discounts and commissions and estimated offering expenses payable by us. The Company intends to use approximately 50% of the net
proceeds from the Offering for mergers and acquisitions, approximately 25% for repaying outstanding convertible notes, and 25% for
general corporate purposes.
Pursuant
to the Underwriting Agreement, the Company agreed to an underwriting discount of 7.0% per Share,
an additional cash fee equal to 0.5% of the gross proceeds raised by the Company in the Offering for non-accountable expenses, and also
agreed to pay the expenses of the underwriters in connection with the Offering, including filing fees and underwriters’ counsel
legal fees, up to an aggregate of $120,000.
Our officers and directors, and certain 5% shareholders, have agreed, subject to certain exceptions, for a period
of 180 days after the closing of this Offering, not to 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 common stock of the Company or any securities convertible into or exercisable or exchangeable for shares
of common stock of the Company either owned as of the date of the Underwriting Agreement or thereafter acquired without the prior written
consent of the Representative.
We,
and any successor, have agreed, subject to certain exceptions, not to for a period of ninety (90) days after the closing of the offering,
(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 common stock of
the Company or any securities convertible into or exercisable or exchangeable for shares of common stock of the Company; (ii) file or
caused to be filed any registration statement with the SEC relating to the offering of any shares of common stock of the Company or any
securities convertible into or exercisable or exchangeable for shares of common 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 other lending institution, which
involves no issuance of any shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for
shares of common stock of the Company, 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 common stock of the Company.
The Representative may, in their sole discretion and at any time or from
time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up
agreements.
The
foregoing descriptions of the Underwriting Agreement and the form of lock-up agreement do not purport to be complete and is qualified
in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. A copy of the opinion of Hunter Taubman Fischer & Li LLC, as the U.S. counsel to the Company, regarding
the legality of the issuance and sale of Shares is attached hereto as Exhibit 5.1.
This
report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the 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.
This
report on Form 8-K is incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form
S-3 (SEC File No. 333-261229) declared effective by the Securities and Exchange Commission (the “Commission”) on June 10,
2022; and (ii) the final prospectus supplement and accompanying prospectus relating to this Offering filed with the SEC on July 15, 2024.
Item
8.01 Other Events.
The
Company issued press releases on July 12, 2024 in connection with the pricing of the Offering, and on July 15, 2024 in connection with
the closing of the Offering. A copy of such press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and
are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Shineco
Inc. |
| |
|
|
| Date:
July 17, 2024 |
By: |
/s/
Jennifer Zhan |
| |
|
Jennifer
Zhan, Chief Executive Officer |
Exhibit
1.1
UNDERWRITING
AGREEMENT
between
SHINECO,
INC.
and
EF
HUTTON LLC
as
Representative of the Several Underwriters
SHINECO,
INC.
UNDERWRITING
AGREEMENT
New
York, New York
July 11, 2024
EF
Hutton LLC
as
Representative of the several Underwriters named on Schedule 1 attached hereto
590
Madison Avenue, 39th Floor
New
York, New York 10022
Ladies
and Gentlemen:
The
undersigned, Shineco, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates,
including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries
or affiliates of Shineco, Inc., the “Company”), hereby confirms its agreement (this “Agreement”)
with EF Hutton 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”;
provided that, (i) to the extent there are no additional underwriters listed on Schedule 1, the term “Representative” as
used herein shall mean you, as the Underwriters, and (ii) to the extent this Agreement is addressed to only one Representative, the term
“Representatives” as used herein shall mean the addressee hereto, and the terms “Representatives” and “Underwriters”
shall mean either the singular or plural as the context requires) as follows:
1.
Purchase and Sale of Shares.
1.1
Firm Securities.
1.1.1
Nature and Purchase of Firm Securities.
(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 issue and sell to the several Underwriters, an aggregate of 1,869,160 shares (each a “Firm Share”, and in
the aggregate, the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), and an aggregate of 0 pre-funded warrants (each, a “Pre-Funded Warrant”, and in the aggregate,
the “Firm Pre-Funded Warrants”; and together with the Firm Shares, the “Firm Securities”) to purchase
one share of Common Stock at an exercise price of $0.001 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment
as provided in the Pre-Funded Warrant.
(ii)
The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Pre-Funded Warrants
set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $0.9951
per Firm Share (93% of the per Firm Share offering price) and $0.9941 per Firm Pre-Funded Warrant (93% of the per Firm Share offering
price minus $0.001). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page
of the Prospectus (as defined in Section 2.1.1 hereof).
1.1.2
Shares Payment and Delivery.
(i)
Delivery and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the first (1st) Business Day following
the date of this Agreement (the “Effective Date”) (or the second (2nd) Business Day following the Effective Date
if the pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern time on 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 Sichenzia Ross Ference Carmel
LLP, 1185 Avenue of the Americas, 31st Floor, New York, New York 10036 (“Representative 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 Securities is called the “Closing Date.”
(ii)
Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order
of the Company against delivery of the certificates (in form and substance satisfactory to the Underwriters) or book-entry statements,
as applicable, representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”),
as applicable) for the account of the Representative. The Firm Securities shall be registered in such name or names and in such authorized
denominations as the Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company
shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm
Securities. 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 Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities,
the Company hereby grants to the Representative an option (the “Over-allotment Option”) to purchase, in the aggregate,
up 280,374 additional shares of Common Stock and/or Pre-Funded Warrants, representing 15% of the Firm Shares and Firm Pre-Funded Warrants
sold in the offering from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as
applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii)
hereof and the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm Pre-Funded Warrant set forth
in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded
Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security”
and collectively, the “Option Securities”). The Firm Securities and the Option Securities are collectively referred
to as the “Securities.” The Securities and the Underlying Shares (as defined below), are collectively referred to
as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights
and privileges described in the Registration Statement, the Disclosure Package and the Prospectus. The certificate (the “Pre-Funded
Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form
attached hereto as Exhibit A. The offering and sale of the Public Securities 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 Securities within 45 days after the Closing Date. The Underwriters
shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in
writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased
and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall
not be later than one (1) full Business Day 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 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 Securities 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 Securities, subject to the terms and conditions set forth herein, (i) the Company shall
become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters,
acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth
in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Securities, subject, in each case, to such
adjustments as the Representative, in its sole discretion, shall determine.
1.2.3
Payment and Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same
day) funds, payable to the order of the Company against delivery to you of certificates (in form and substance satisfactory to the Underwriters)
or book-entry statements, as applicable, representing the Option Securities (or through the facilities of DTC, as applicable), for the
account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as
the Representative may request in writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not
be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for applicable Option Securities.
The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are
simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm
Securities and Option Securities.
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:
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 “shelf” registration statement on Form S-3 (File No. 333-261229), including any related prospectus or prospectuses, for
the registration of the Public Securities under the Securities Act, which registration statement was prepared by the Company in all material
respects in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and
the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contains
and 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 on file with the Commission at any given time,
including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated
pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part
thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”)
or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.”
The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.”
If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations relating to the Public Securities,
then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule
462(b). The Registration Statement was declared effective by the Commission on June 10, 2022.
The
prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called
the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus
as so supplemented) that described the Public Securities and the Offering and omitted the Rule 430B Information and that was used prior
to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.”
Promptly
after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement
to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b)
of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed
with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference
herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.
“Applicable
Time” means [9:30] p.m., Eastern time, on July 11, 2024.
“Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Preliminary Prospectus
dated July 11, 2024 and the information included on Schedule 2-A hereto, all considered together.
“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 Public Securities 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 Public Securities 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), 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.
2.1.2
Pursuant to the Exchange Act. The Company has filed with the Commission a Form 8-A (File No. 001-37776)
providing for the registration pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), of the shares of Common Stock. The registration of the shares of Common Stock under the Exchange Act has been declared
effective by the Commission prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the shares of Common Stock under the Exchange Act, nor has the Company received any notification that the Commission
is contemplating terminating such registration.
2.2
Stock Exchange Listing. The shares of Common Stock have been approved for listing on The Nasdaq Capital Market (the “Exchange”)
under the symbol “SISI”, and the Company has taken no action designed to, or likely to have the effect of, delisting the
shares of Common Stock from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating
such listing except as described in the Registration Statement, the Disclosure Package and the Prospectus. The Company has submitted,
or immediately following the date hereof will submit, the Listing of Additional Shares Notification Form with the Exchange with respect
to the Offering of the Public Securities. The Common Stock is currently eligible for electronic transfer through the DTC and the Company
is current in payment of the fees to the DTC in connection with such electronic transfer.
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 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 (including each deemed effective
date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. The conditions for use of Form S-3, set forth in the
General Instructions thereto, including, but not limited to, General Instruction I.B.6 and other conditions related to the offer and
sale of the Public Securities, have been satisfied. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell
securities pursuant to the Registration Statement with a value of more than one-third of the aggregate market value of its common stock
held by non-affiliates in any 12-month period, so long as the aggregate market value of its common stock held by non-affiliates is less
than $75,000,000. Each Preliminary Prospectus, including the Base 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 or will be filed with the Commission,
complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each
Preliminary Prospectus 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; provided,
however, that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon
and in conformity with the Underwriters’ Information (as defined below).
(iii)
The 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 any Issuer Limited Use Free Writing Prospectus hereto
does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, and each
such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the 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 statements made or statements omitted in reliance upon and in conformity with written information furnished
to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Disclosure
Package or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided
by or on behalf of any Underwriter consists solely of the following statements concerning the Underwriters contained in the “Underwriting”
section of the Prospectus (the “Underwriters Information”): (i) the second sentence of the subsection entitled “Discounts
and Commissions” related to concessions; (ii) the first three paragraphs under the subsection entitled “Price Stabilization,
Short Positions and Penalty Bids”; and (iii) the subsection entitled “Electronic Distribution.”
(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.
(v)
The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they became effective
or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any
untrue statement of a material fact or omitted to state any 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; and any further documents so filed and incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder, and will not 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 the light of the
circumstances under which they were made, not misleading.
2.4.2
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are
no agreements or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration
Statement, the Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or
to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, that have not been so described
or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is
a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement,
the Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly
executed by the Company, is in full force and effect in all material respects and is enforceable against the Company 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, and neither the Company 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 where such assignment or default
would not constitute a Material Adverse Change (as defined herein). To the Company’s knowledge, performance by the Company 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 of its
assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental
laws and regulations, except for any such violation that would not reasonably be expected to, individually or in the aggregate, have
a Material Adverse Change.
2.4.3
Prior Securities Transactions. 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 Disclosure Package and the Preliminary Prospectus.
2.4.4
Regulations. The disclosures in the Registration Statement, the Disclosure Package and the Prospectus concerning the effects of
federal, state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct
in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Disclosure Package
and the Prospectus which are not so disclosed.
2.4.5
No Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute
any offering material in connection with the Offering other than any Preliminary Prospectus, the Disclosure Package, the Prospectus and
other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.
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 Registration Statement, the Disclosure
Package and the Prospectus, except as 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 reasonably be expected
to involve a material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets
or prospects 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 Registration Statement,
the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any material 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
Disclosures in Commission Filings. None of the Company’s filings with the Commission, at the time of such filings, contained any
untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and the Company has made all filings with the Commission required under
the Exchange Act and the rules and regulations promulgated of the Commission promulgated thereunder (the “Exchange Act Regulations”).
2.7
Independent Accountant. To the knowledge of the Company, Assentsure PAC, whose reports
are filed with the Commission and included or incorporated by reference in the Registration Statement, the Disclosure Package and the
Prospectus (the “Auditor”) 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. The Auditor has not, during the periods covered by
the financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.8
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus, 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 the supporting schedules included
or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. No other historical
or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Disclosure Package
or the Prospectus by the Securities Act or the Securities Act Regulations. The pro forma financial statements and the related notes,
if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been properly
compiled and prepared in accordance with the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange
Act or the Exchange 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 Disclosure Package or the Prospectus, or incorporated
or deemed incorporated by reference therein, 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 Registration Statement, the Disclosure Package and the Prospectus 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 Registration Statement, the Disclosure Package and the Prospectus, (a) neither the Company nor any of its
direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Disclosure Package
and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”),
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) the Company has not 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 stock of the Company or any of its Subsidiaries, or, other than
in the course of business or any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in
the Company’s long-term or short-term debt.
2.9
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein . Based on the assumptions
stated in the Registration Statement, the Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted
stock capitalization set forth therein in all material respects. Except as set forth in, or contemplated by, the Registration Statement,
the Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing
Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares
of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts
or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The Company represents
that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.
2.10
Valid Issuance of Securities, etc.
2.10.1
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 or similar rights with respect thereto or put rights, 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, rights of first refusal or rights of participation
of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock
conform in all material respects to all statements relating thereto contained in the Registration Statement, the Disclosure Package and
the Prospectus. The offers and sales of the outstanding shares of Common Stock 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. The description of the Company’s stock option, stock
bonus, and other related plans or arrangements, and options and/or other rights granted thereunder, as described in the Registration
Statement, the Disclosure Package, and the Prospectus, accurately and fairly present, in all material respects, the information required
to be shown with respect to such plans, arrangements, options, and right
2.10.2
Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized for issuance and sale and, when issued
and paid for in accordance with this Agreement 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 Public Securities 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, except as related
to the participation rights pursuant to the certain securities purchase agreements (the “Streeterville Agreements”),
dated respectively June 16, 2021, July 16, 2021, and August 19, 2021, by and between the Company and Streeterville Capital, LLC (“Streeterville”);
and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly
taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement,
the Disclosure Package and the Prospectus. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Underlying
Shares”) have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and
when paid for and issued in accordance with the Pre-Funded Warrant Certificate, such Underlying Shares 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; and
such shares of Common Stock 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.
2.11
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus,
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.
2.12
Validity and Binding Effect of Agreements. This Agreement and the Pre-Funded Warrants have been duly and validly authorized by
the Company, and, when executed and delivered, will constitute, the valid and binding agreements 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.
2.13
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Pre-Funded Warrant Certificates
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, mortgage, pledge, security interest, claim, equity, trust
or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever or encumbrance upon any property or assets
of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other material agreement
or instrument, franchise, license or permit to which the Company is a party, except for any breach, conflict, default or violation of
the provisions of the Streeterville Agreements, by and between the Company and Streeterville; (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, the “Charter”)
or the by-laws of the Company (as the same may be amended or restated from time to time); 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)
for such breach, conflict, default or violation which would not reasonably be expected to cause a Material Adverse Change.
2.14
No Defaults; Violations. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, 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 in violation of any term or provision of its Charter or by-laws,
or in material violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental
Entity, except where such violations would not result in a Material Adverse Change.
2.15
Corporate Power; Licenses; Consents.
2.15.1
Conduct of Business. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, 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 Registration Statement, the Disclosure Package and the Prospectus.
2.15.2
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Pre-Funded
Warrant Certificates 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 or
other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and
agreements contemplated by this Agreement and the Pre-Funded Warrant Certificates and as contemplated by the Registration Statement,
the Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations
of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”), and any required Nasdaq notification
filing and such consents, approvals, orders, authorizations and filings the failure of which to make or obtain is not reasonably likely
to result in a Material Adverse Change.
2.16
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, officers and principal shareholders as described in the
Registration Statement, the Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section 2.27 below)
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.
2.17
Litigation; Governmental Proceedings. 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 Registration Statement, the Disclosure Package and the
Prospectus, or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange, that,
individually or in the aggregate, (i) would not reasonably be expected to result in a Material Adverse Change or materially and adversely
affect the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated
by each of the Registration Statement, the Disclosure Package and the Prospectus or (ii) that are required to be described in the Registration
Statement, the Disclosure Package or the Prospectus and are not so described.
2.18
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 be so
qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse
Change.
2.19
Reserved.
2.20
Transactions Affecting Disclosure to FINRA.
2.20.1
Finder’s Fees. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, 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 Public Securities 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.
2.20.2
Payments Within Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package, and the
Prospectus, the Company has not made any direct or indirect payments in connection with the Offering (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 twelve (12) months prior to the
Effective Date, other than the payment to any Underwriter as provided hereunder in connection with the Offering.
2.20.3
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.
2.20.4
FINRA Affiliation. To the Company’s knowledge, there is no (i) officer or director of the Company, (ii) beneficial owner
of 10% 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).
Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company (i) does not have any material
lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds
from the sale of the Public Securities to repay any outstanding debt owed to any affiliate of any Underwriter.
2.20.5
Information. All information provided by the Company in its FINRA questionnaire to Representative Counsel specifically for use
by Representative Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct
and complete in all material respects.
2.21
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 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; (iii) if not continued in the future,
might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure
that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or employee;
(iv) violated or is in violation of any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation; (v) made
any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (vi) received notice of any investigation, proceeding
or inquiry by any Governmental Entity regarding any of the matters in clauses (i)-(v) above; and the Company and, to the knowledge of
the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
2.22
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 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.
2.23
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 either the Registration Statement, Disclosure Package or Prospectus has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good faith.
2.24
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in material
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 with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.25
Regulations; Compliance.
(a)
Export and Import Controls. The Company and, to the Company’s knowledge, each of its affiliates and each director, officer,
agent or employee of, or other person associated with or acting on behalf of the Company, has acted at all times in compliance in all
material respects with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations
or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and
any governmental authority under any Export or Import Laws. The term “Export and Import Laws” means the Export Administration
Regulations (15 C.F.R. 730 et seq.), the Customs Laws of the United States (19 U.S.C. § 1 et seq.), any executive orders or regulations
issued pursuant to the foregoing or by the agencies listed in Part 730 of the Export Administration Regulations , and all other laws
and regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of
articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating
the provision of services to parties not of the foreign country or the export and import of articles and information from and to the
foreign country to parties not of the foreign country.
(b)
Regulatory Filings and Permits. The Company and its Subsidiaries have such permits, licenses, clearances, registrations, exemptions,
patents, franchises, certificates of need and other approvals, consents and other authorizations (“Permits”) issued
by the appropriate domestic or foreign regional, federal, state, or local regulatory agencies or bodies necessary to conduct the business
of the Company (collectively, the “Regulatory Permits”), except for any of the foregoing that would not reasonably
be expected to, individually or in the aggregate, have a Material Adverse Change; the Company is in compliance in all material respects
with the requirements of the Regulatory Permits, and all of such Regulatory Permits are valid and in full force and effect; the Company
has not received any notice of proceedings relating to the revocation, termination, modification or impairment of rights of any of the
Regulatory Permits that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably
be expected to result in a Material Adverse Change; the Company has not failed to make any submission or filing necessary to conduct
the business of the Company, any such filings that were required to be made were in material compliance with applicable laws when filed,
and no material deficiencies have been asserted with respect to any such filings or submissions that were made.
(c)
Cybersecurity. The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and
perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as
currently conducted, and, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time
bombs, malware and other corruptants. The Company and its Subsidiaries have implemented commercially reasonable physical, technical and
administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the
integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection
with their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail
address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card
number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information”
under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; (iv) any information which
would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as
amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other
piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis
of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations, outages or
unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to
notify any other person, nor any incidents under internal review or investigations relating to the same, except as would not, individually
or in the aggregate result in a Material Adverse Change. The Company and its Subsidiaries are presently in material compliance with all
applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to
the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(d)
Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with
all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA (to the extent applicable),
and the Company and its Subsidiaries are in compliance with the European Union General Data Protection Regulation (“GDPR”)
(EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its
Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects
with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and
analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have, to the knowledge of the Company, at all
times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures
made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory
rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice
of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge
of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for,
in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any
order, decree, or agreement that imposes any obligation or liability under any Privacy Law, except as would not, individually or in the
aggregate result in a Material Adverse Change.
2.26
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative
Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.27
Lock-Up Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and certain
owners of 5% or more of the Company’s outstanding shares of Common Stock (collectively, the “Lock-Up Parties”).
2.28
Subsidiaries. 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 have a Material Adverse
Change. The Company’s ownership and control of each Subsidiary is as described in the Registration Statement, the Disclosure Package
and the Prospectus.
2.29
Related Party Transactions.
2.29.1
Business Relationships. There are no business relationships or related party transactions involving the Company or any other person
required to be described in the Registration Statement, the Disclosure Package and the Prospectus that have not been described as required.
2.29.2
No Relationships with Customers and Suppliers. To the Company’s knowledge, no relationship, direct or indirect, exists between
or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company
or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus
or a document incorporated by reference therein and which is not so described.
2.29.3
No Unconsolidated Entities. To the Company’s knowledge, 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) and any unconsolidated entity,
including, but not limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected to
materially affect the Company’s liquidity or the availability of or requirements for its capital resources required to be described
in the Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.
2.29.4
No Loans or Advances to Affiliates. Except as described in the SEC Reports, 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, any other affiliates of the Company or any of their respective family members.
2.30
Board of Directors. The Board of Directors of the Company is comprised of the persons disclosed in the Registration Statement,
the Disclosure Package and the Prospectus. The qualifications of the persons serving as board members and the overall composition of
the board comply in all material respects with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the
rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange.
At least one 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.
2.31
Sarbanes-Oxley Compliance.
2.31.1
Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures in material compliance
with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are reasonably 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.
2.31.2
Compliance. The Company is, 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 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.
2.32
Accounting Controls. 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 Registration Statement, the Disclosure Package
and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. 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 internal controls over financial reporting. Since the date of the latest audited financial
statements included in the Disclosure Package, there has been no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
2.33
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 Registration Statement, the Disclosure Package and the Prospectus, will not be, required to register as an
“investment company,” as defined in the Investment Company Act of 1940, as amended.
2.34
No Labor Disputes. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Change. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary
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 or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are 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,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Change.
2.35
Intellectual Property Rights. The Company and each of its Subsidiaries owns or possesses or has 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 Registration Statement, the Disclosure Package and
the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct
of its business 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. Neither the Company nor any of its Subsidiaries
has received any notice alleging any such infringement of, license or similar fees for, or conflict with, any asserted Intellectual Property
Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change,
(i) 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; (ii) 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 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 2.35, reasonably be expected to result in a Material Adverse Change; (iii) the Intellectual Property Rights owned
by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company 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 2.35, reasonably be expected to result in a Material Adverse Change; (iv)
there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes,
misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not 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 2.35, reasonably be expected to result in
a Material Adverse Change; and (v) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in
any material respect of any term of any employment contract, patent disclosure agreement, 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 actions undertaken by the employee while employed
with the Company and could 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 which has not been disclosed in a filed patent
application has been kept confidential. The Company is not 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 Registration Statement, the Disclosure
Package and the Prospectus and are not described therein. The Registration Statement, the Disclosure Package and the Prospectus contain
in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by
the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to
the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.
All
licenses for the use of the Intellectual Property described in the Registration Statement, the Disclosure Package and the Prospectus
are in full force and effect in all material respects and are enforceable by the Company and, to the Company’s knowledge, the other
parties thereto, in accordance with their 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, and the Company has not, and to the Company’s
knowledge, no other party is in default thereunder and no event has occurred that, with the lapse of time or the giving of notice, or
both, would constitute a default thereunder.
2.36
No Disagreements. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise,
between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect
to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under
this Agreement.
2.37
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 where the failure to file
would not 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 such respective Subsidiary.
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 to the extent any inadequacy would not result in a Material Adverse Change. Except as disclosed in writing to the
Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the
returns or taxes asserted as currently due from the Company or its Subsidiaries, 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 its Subsidiaries. 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.
2.38
ERISA Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security
Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with
ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in
Sections 414(b), (c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder
(the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA) has occurred
or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company or
any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates,
if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as
defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability
under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections
412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company or any of its
ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company,
nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
2.39
Compliance with Laws. The Company: (i) is and at all times has been in compliance with all statutes, rules, or regulations applicable
to the Company’s business (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Change; (ii) has not received any notice of adverse finding, warning letter, untitled letter or
other correspondence or written notice from any governmental authority alleging or asserting noncompliance with any Applicable Laws or
any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such
Applicable Laws (“Authorizations”); (iii) possesses all material Authorizations and such Authorizations are valid
and in full force and effect and are not in material violation of any term of any such Authorizations; (iv) has not received written
notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental
authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and
has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (v) has not received written notice that any governmental authority has taken, is taking or intends
to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering
such action; (vi) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed
(or were corrected or supplemented by a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning,
“dear doctor” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any
alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate
any such notice or action.
2.40
Environmental Laws. The Company and its Subsidiaries are in compliance with all foreign, federal, state and local rules, laws
and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health
and safety or the environment which are applicable to their businesses (“Environmental Laws”), except where the failure
to comply would not, singularly or in the aggregate, result in a Material Adverse Change. There has been no storage, generation, transportation,
handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances
by, due to, or caused by the Company or any of its Subsidiaries (or, to the Company’s knowledge, any other entity for whose acts
or omissions the Company or any of its Subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or
leased by the Company or any of its Subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation,
order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation,
order, judgment, decree or permit, give rise to any liability, except for any violation or liability which would not have, singularly
or in the aggregate with all such violations and liabilities, a Material Adverse Change; and there has been no disposal, discharge, emission
or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other
hazardous substances with respect to which the Company has knowledge, except for any such disposal, discharge, emission, or other release
of any kind which would not have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Change.
In the ordinary course of business, the Company and its Subsidiaries conduct periodic reviews of the effect of Environmental Laws on
their business and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation,
any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental
permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the basis
of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities would not have,
singularly or in the aggregate, a Material Adverse Change.
2.41
Real Property. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company and each
of its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real
or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, 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 or any of its Subsidiaries;
and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under
which the Company or any of its subsidiaries holds properties described in the Registration Statement, the Disclosure Package and the
Prospectus, are in full force and effect, except where the failure to be in full force and effect would not result in a Material Adverse
Change, and neither the 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 Subsidiary under any of the leases or subleases mentioned above, or affecting or
questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such
lease or sublease.
2.42
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 Registration Statement, the Disclosure Package and the Prospectus which
have not been described or incorporated by reference as required.
2.43
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 Public Securities 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.
2.44
Smaller Reporting Company. As of the time of filing of the Registration Statement, the Company was a “smaller reporting
company,” as defined in Rule 12b-2 of the Exchange Act Regulations.
2.45
Industry Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package
and the Prospectus 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.
2.46
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.
2.47
FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under
the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure
to be in compliance would not have a Material Adverse Change. There is no pending, completed or, to the Company’s knowledge, threatened,
action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter
or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration,
or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and
promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws
or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a
clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility
of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the
Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company
or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Change. The properties,
business and operations of the Company have been and are being conducted in accordance with all applicable laws, rules and regulations
of the FDA, except where the failure to be in compliance would not have a Material Adverse Change.
2.48
Minute Books. The minute books of the Company have been made available to the Underwriters and counsel for the Underwriters, and
such books (i) contain a complete summary of all meetings and actions of the board of directors (including each board committee) and
stockholders of the Company (or analogous governing bodies and interest holders, as applicable), and each of its Subsidiaries since the
time of its respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately in all material
respects reflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions or other
actions of the Company that are not properly approved and/or accurately and fairly recorded in the minute books of the Company, as applicable.
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
No Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent
of the Representative) 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 Public Securities.
2.51
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.
2.52
Testing-the-Waters Communications. The Company has not engaged in any Testing-the-Waters Communications and has not authorized
anyone to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication in
connection with the Offering. “Testing-the-Waters Communication” means any oral or written communication with potential
investors undertaken in reliance on Section 5(d) of the Securities Act. “Written Testing-the-Waters Communication”
means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.
2.53
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 or its subsidiaries to or for the benefit of any of the officers
or directors of the Company, its Subsidiaries or any of their respective family members.
2.54
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
2.55
Application of Takeover Procedures. The Company and the Board of Directors 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 certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of
the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares.
2.56
Compliance with Healthcare Laws. Each of the Company and its Subsidiaries is, and at all times has been, in compliance in all
material respects with all applicable Health Care Laws, and has not engaged in activities which are, as applicable, cause for false claims
liability, civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other state or federal health care program.
For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C.
§§ 301 et seq.), the Public Health Service Act (42 U.S.C. §§ 201 et seq.), and the regulations promulgated thereunder;
(ii) all applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation,
the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h),
the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal
laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud
criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C.
Section 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a),
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the
regulations promulgated pursuant to such statutes; (iii) Medicare (Title XVIII of the Social Security Act); (iv) Medicaid (Title XIX
of the Social Security Act); (v) the Controlled Substances Act (21 U.S.C. §§ 801 et seq.) and the regulations promulgated thereunder;
and (vi) any and all other applicable health care laws and regulations. Neither the Company nor, to the knowledge of the Company, any
subsidiary has received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action
from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is
in material violation of any Health Care Laws, and, to the Company’s knowledge, no such claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action is threatened. Neither the Company nor, to the knowledge of the Company, any
subsidiary is a party to or has any ongoing reporting obligations pursuant to any corporate integrity agreements, deferred prosecution
agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any
governmental or regulatory authority. Additionally, neither the Company, its Subsidiaries nor any of its respective employees, officers
or directors has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research
or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could
reasonably be expected to result in debarment, suspension, or exclusion.
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, Preliminary Prospectus, Disclosure Package or Prospectus 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 424(b) and Rule 430B 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 or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus
shall have been filed and when any post-effective amendment to the Registration Statement shall become effective; (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 any Preliminary Prospectus, the Disclosure Package or 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, the Disclosure Package or the Prospectus, or of the suspension
of the qualification of the Public Securities 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 8I 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 Public Securities. 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 Public Securities as contemplated in this Agreement,
the Pre-Funded Warrant Certificates and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when
a prospectus relating to the Public Securities 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 Public Securities, 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 Disclosure Package or the Prospectus in order that the 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 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 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, however, that the Company shall not file or use any such amendment or supplement to which the
Representative or counsel for the Underwriters 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 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 the later of (i) three (3) years after the date of this Agreement and (ii) the date that all
of the Pre-Funded Warrants have been exercised, the Company shall use its reasonable best efforts to maintain the registration of the
shares of Common Stock under the Exchange Act. The Company shall not deregister the shares of Common Stock under the Exchange Act without
the prior written consent of the Representative.
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 Public Securities 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, however, that the Representative shall be deemed to have consented to
each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning
of Rule 433(d)(8)(i) that has been reviewed by the Representative. 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 counsel for the Representative, without charge, signed copies of the Registration Statement as originally
filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated
or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and 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. The copies of the Registration Statement and each amendment 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.
3.4
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 Public Securities 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
Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement to remain
effective with a current prospectus through and including the date that all of the Pre-Funded Warrants have been exercised, and shall
notify the Representative immediately and confirm the notice in writing: (i) of the issuance by the Commission of any stop order or of
the initiation, or the threatening, of any proceeding for that purpose; (ii) of the issuance by any state securities commission of any
proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation,
or the threatening, of any proceeding for that purpose; (iii) of the mailing and delivery to the Commission for filing of any amendment
or supplement to the Registration Statement or Prospectus; (iv) of the receipt of any comments or request for any additional information
from the Commission; and (v) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the
Company, makes any statement of a material fact made in the Registration Statement, the Disclosure Package or the Prospectus untrue or
that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or
(b) in the Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification
at any time, the Company shall use commercially reasonable efforts to obtain promptly the lifting of such order.
3.6
Review of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense,
shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial
statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7
Listing. The Company shall use its reasonable best efforts to maintain the listing of the shares of Common Stock (including the
Public Securities) on the Exchange for at least two years from the date of this Agreement.
3.8
[Reserved].
3.9
Repayment and/or Redemption of Certain Outstanding Debt. For so long as any Public Securities are outstanding, the Company covenants
and agrees that it shall repay and/or redeem any outstanding principal, interest, fees, damages and any other amounts owed to Streeterville
or its assignees solely in cash and not in any securities of the Company.
3.10
Payment of Expenses
3.10.1
General Expenses Related to the Offering. The Company agrees to pay, or reimburse if paid by the Representative: (i) all of the
Company’s costs and expenses incident to the Offering and the performance of its obligations under this Agreement and (ii) all
reasonable out-of-pocket costs and expenses incident to the performance of the obligations of the Representative under this Agreement
(including, without limitation, the fees and expenses of the Representative’s Counsel), provided that, except as otherwise provided
in Section 5 and excluding expenses related to any Blue-Sky and FINRA filings, such costs and expenses shall not exceed $120,000 without
the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed). The Representative must 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.
3.10.2
Non-Accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on
the Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable
expense allowance equal to one-half percent (0.5%) of the gross proceeds received by the Company from the sale of the Firm Securities,
presuming exercise of any Pre-Funded Warrants issued (as such term is defined in Section 8.3 hereof), provided, however, that in the
event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. The Company further
agrees that, on each Option Closing Date, if any, it shall pay to the Representative, by deduction from the net proceeds of the Offering
contemplated herein, a non-accountable expense allowance equal to one-half percent (0.5%) of the gross proceeds received by the Company
from the sale of the Option Securities, presuming exercise of any Pre-Funded Warrants issued.
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 Registration Statement, the Disclosure
Package and the Prospectus.
3.12
Delivery of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon
as practicable, but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement,
an earnings statement (which need not be certified by an independent registered public accounting firm unless required by the Securities
Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act)
covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement, provided, that such earnings
statement shall be deemed to have been furnished to such security holders to the extent it is filed on EDGAR.
3.13
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent
of the Representative) 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 Public Securities.
3.14
Internal Controls. 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 shall continue to retain a nationally recognized independent registered
public accounting firm for a period of at least three (3) years after the date of this Agreement. The Representative acknowledges that
the Auditor is acceptable to the Representative.
3.16
FINRA. 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 10% 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 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
Right of First Refusal. For a period of six (6) months from the closing of this Offering, the Representative will have a right
of first refusal to act as exclusive financial advisor in connection with any acquisition or other effort by the Company to obtain control,
directly or indirectly and whether in one or a series of transactions, of all or a significant portion of the assets or securities of
a third party, or the sale or other transfer by the Company, whether in one or a series of transactions, of assets or securities, or
any extraordinary corporate transaction, regardless of the form or structure of such transaction, or as sole bookrunning underwriter
or sole placement agent, as the case may be, on any financing for the Company. In the event the Company advises the Representative that
it desires to effect any such financing, the Company and the Representative will negotiate in good faith the terms of the Representative’s
engagement in a separate agreement, which agreement would set forth, among other matters, compensation for the Representative based upon
customary fees for the services provided. the Representative’s participation in any such financing will be subject to the approval
of EF Hutton’s internal committees and other conditions customary for such an undertaking. Pursuant to FINRA Rule 5110, the Company
shall have the right to terminate this Agreement for cause if the Representative materially fails to provide the services set forth in
this Agreement. Additionally, in the event the Company exercises its right to terminate for cause, any obligations with respect to the
payment of any termination fee or Right of First Refusal shall be eliminated.
3.19
Company Lock-Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written
consent of the Representative, it will not for a period of ninety (90) days after the Closing Date (the “Lock-Up Period”),
(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, provided, however, that a subsequent registered direct offering
of the Company’s equity securities following the Offering during the Lock-Up Period, with the Representative as the sole placement
agent, shall be permitted.
The
restrictions contained in this Section 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder or to the Underlying
Shares, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant outstanding on the
date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options and warrants
have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange
price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock
options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company.
Additionally,
the Company’s directors and officers and any other holder(s) of 5% or more of the outstanding shares of Common Stock as of the
effective date of the Registration Statement (and all holders of securities exercisable for or convertible into shares of Common Stock)
shall enter into customary “lock-up” agreements in favor of EF Hutton pursuant to which such persons and entities shall agree,
for a period of one-hundred and eighty (180) days after the Closing of Offering, that they shall not 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, subject to customary exceptions.
3.20
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 2.27 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 D hereto through
a major news service at least two (2) Business Days before the effective date of the release or waiver.
3.21
Blue Sky Qualifications. The Company shall use its reasonable best efforts, in cooperation with the Underwriters, if necessary,
to qualify the Public Securities 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 Public Securities; 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.
3.22
Reporting Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the
exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will use commercially reasonable efforts
to 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 Public Securities
as may be required under Rule 463 under the Securities Act Regulations.
3.23
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 and press releases 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.
3.24
Sarbanes-Oxley. For a period of one (1) year after the date of this Agreement, the Company shall at all times comply in all material
respects with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time., the Company shall at all times comply
with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.
3.25
Tail Financing. The Representative shall be entitled to a cash fee equal to seven percent (7.0%) of the gross proceeds received
by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Representative
to the Company during the term of this Agreement, in connection with any public or private financing or capital raise (each a “Tail
Financing”), and such Tail Financing is consummated at any time during the term of that certain engagement letter between the Company
and the Representative dated June 20, 2024, or within the twelve (12) month period following the expiration or early termination of the
engagement letter (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company
in an offering in which the Company has direct knowledge of such party’s participation. Pursuant to FINRA Rule 5110, the Company
shall have the right to terminate this Agreement for cause if the Representative materially fails to provide the services set forth in
this Agreement. Additionally, in the event the Company exercises its right to terminate for cause, any obligations with respect to the
payment of any termination fee.
4.
Conditions of Underwriters’ Obligations.
The obligations of the Underwriters to purchase and pay for the Public Securities, 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
Commission Actions; Required Filings. At each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes
shall have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied
with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430B Information shall have
been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without
reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective
by, the Commission in accordance with the requirements of Rule 430B under the Securities Act Regulations.
4.1.2
Reserved.
4.1.3
Exchange Stock Market Clearance. On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, the
Option Shares and the Underlying Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.
On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares and Underlying Shares,
shall have been approved for listing on the Exchange, subject only to official notice of issuance.
4.2
Company Counsel Matters.
4.2.1
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion, and a written
statement providing certain “10b-5” negative assurances, from Hunter Taubman Fischer & Li LLC, counsel to the Company,
dated the Closing Date and addressed to the Representative, in a form reasonably satisfactory to the Representative.
4.2.2
Closing Date Opinion of PRC Counsel. On the Closing Date, the Representative shall have received the favorable opinion from Beijing
Yingke Law Firm , PRC counsel to the Company, dated the Closing Date and addressed to the Representative, in a form reasonably satisfactory
to the Representative.
4.2.3
Option Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable
opinion and negative assurance letter of the 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 its opinion delivered on the Closing Date.
4.2.4
Reliance. In rendering the opinions described in 4.2.1 and 4.2.3, 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; provided
that copies of any such statements or certificates shall be delivered to Representative Counsel if requested.
4.3
Chief Financial Officer’s Certificate and Comfort Letters.
4.3.1
Chief Financial Officer’s Certificate. At the time this Agreement is executed you shall have received a certificate of the
Chief Financial Officer of the Company, addressed to the Representative and in form and substance satisfactory in all respects to you,
dated as of the date of this Agreement.
4.3.2
Bring-down Chief Financial Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received from the Chief Financial Officer of the Company a certificate, dated as of the Closing Date or the Option Closing
Date, as applicable, to the effect that such Chief Financial Officer reaffirms the statements made in his letter furnished pursuant to
Section 4.3.1.
4.3.3.
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 or incorporated by reference or deemed incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus, 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.
4.3.4
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 their letter furnished pursuant to Section 4.3.3, except that the specified date referred to shall be a date not
more than two (2) 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 its Chief Executive Officer and its Chief Financial Officer
stating that (i) such officers have carefully examined the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus
and the Prospectus 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 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), and the Prospectus 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 Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, 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 excising 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 Disclosure Package, any Material Adverse Change, except as set forth in the Prospectus.
4.4.2
Secretary’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 Secretary 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 of the Company 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 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.
4.4.3
Questionnaires. At the Closing Date, the Representative shall have received email confirmation from the Company that there have
been no changes to the information set forth in the Questionnaires previously provided to the Representative.
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 from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure
Package and the Prospectus; (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 would result in a Material Adverse Change; (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 Registration Statement, the Disclosure
Package and the Prospectus 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 Disclosure Package, 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 the light of the circumstances under which they were made, not misleading.
4.6
Corporate Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each
of this Agreement, the Public Securities, the Registration Statement, the Disclosure Package and the Prospectus and all other legal matters
relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects
to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably
request to enable them to pass upon such matters.
4.7
Delivery of Agreements.
4.7.1
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.
4.7.2
Pre-Funded Warrant Certificates. On or before each of the Closing Date, the Company shall deliver to the Representative executed
copies of the Pre-Funded Warrant Certificates.
4.8
Additional Documents. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished
with such documents and opinions as they may reasonably require for the purpose of enabling Representative 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 Public Securities
as herein contemplated shall be satisfactory in form and substance to the Representative and Representative 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, members, employees, representatives, partners, shareholders, affiliates, counsel
and 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, fine (which may be imposed by any governmental authority, including the
CSRC), damage and reasonable and documented expense whatsoever (including but not limited to any and all legal or other expenses reasonably
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 in (i) the Registration Statement, the Disclosure Package,
the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as
from time to time each may be amended and supplemented); (ii) 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); (iii) 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 Public Securities under the securities laws thereof or filed with the Commission,
any state securities commission or agency, the Exchange or any other national securities exchange; 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, unless such statement or omission was made in reliance upon, and in conformity with, the
Underwriters’ Information; provided, however, that the Company shall not be required to indemnify and hold harmless any Indemnified
Person with respect to any Claims or expenses incurred by it that are judicially determined to have resulted from the fraud, gross negligence,
willful misconduct or bad faith of such Underwriter Indemnified Party or the breach of this Agreement or any obligations of confidentiality
owed to the Company or with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration
Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto or in any application,
in reliance upon, and in strict conformity with, the Underwriters’ Information, and in any such event, any Expenses advanced by
the Company to such Indemnified Person shall be reimbursed, or (iv) otherwise arising in connection with or allegedly in connection with
the Offering. The Company also agrees that it will reimburse each Underwriter Indemnified Party for all reasonable fees and expenses
(including but not limited to any and all legal or other expenses reasonably 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) (collectively, the “Expenses”),
and further agrees wherever and whenever possible 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 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 (subject to the
approval of such Underwriter Indemnified Party (which such approval shall not be unreasonably withheld, delayed or conditioned)) and
payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. 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 the Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable
fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). The
Company shall not be liable for any settlement of any action effected without its consent (which shall not be unreasonably withheld).
In addition, the Company shall not, without the prior written consent of the Underwriters, 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, reasonably 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 untrue statements or omissions
or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus
or any amendment or supplement thereto or in any application, in reliance upon, and in strict 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,
the Registration Statement, the 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 Public Securities or in connection
with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters
Communication; provided that the failure by the Company to so notify the Representative shall not relieve any Underwriter from any obligation
or liability under which such Underwriter may have on account of this Section 5 or otherwise to the Company, except to the extent such
Underwriter is materially prejudiced as a proximate result of such failure.
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 Public Securities, 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 Public Securities 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 of the Common Stock 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 Public Securities 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 5.3.2 are several and not joint.
6.
Default by an Underwriter.
6.1
Default Not Exceeding 10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its or
their obligations to purchase the Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and
if the number of the Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate
10% of the number of Firm Securities or Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities
or Option Securities 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 Securities or Option Securities. In the event that the default addressed in Section 6.1 relates
to more than 10% of the Firm Securities or Option Securities, you may in your discretion arrange for yourself or for another party or
parties to purchase such Firm Securities or Option Securities to which such default relates on the terms contained herein. If, within
one (1) Business Day after such default relating to more than 10% of the Firm Securities or Option Securities, you do not arrange for
the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further period of one (1) Business
Day within which to procure another party or parties satisfactory to you to purchase said Firm Securities or Option Securities on such
terms. In the event that neither you nor the Company arrange for the purchase of the Firm Securities or Option Securities 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 3.9 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 Securities, this Agreement will not
terminate as to the Firm Securities; 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 Securities or Option Securities 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 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 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 shares of Common Stock.
7.
Additional Covenants.
7.1
[Reserved].
7.2
Prohibition on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity,
without the Representative’s prior written consent, which consent shall not be unreasonably withheld, for a period ending at 5:00
p.m., Eastern time, on the first (1st) Business Day following the forty-fifth (45th) day after the Closing Date,
other than normal and customary releases issued in the ordinary course of the Company’s business.
7.3
Reserved.
8.
Effective Date of this Agreement and Termination
Thereof.
8.1
Effective Date. This Agreement shall become effective 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 your opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market
LLC 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 as in the Representative’s
judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts
made by the Underwriters for the sale of the Public Securities; 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 your opinion, make
it inadvisable to proceed with the delivery of the Firm Securities or Option Securities; 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 in the conditions or prospects of the Company, whether or not arising in the ordinary course
of business, 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 Public Securities or to enforce contracts made by the Underwriters for the
sale of the Public Securities.
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) up to $50,000, 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(g)(4)(A).
8.4
Survival of 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 Public Securities.
9.
Miscellaneous.
9.1
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed
(registered or certified mail, return receipt requested), personally delivered or sent by electronic mail transmission and confirmed
and shall be deemed given when so delivered and confirmed or if mailed, two (2) days after such mailing.
If
to the Representative:
EF
Hutton LLC
590
Madison Avenue, 39th Floor
New
York, New York 10022
Attention:
Stephanie Hu
Email:
shu@efhutton.com
with
a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
Attention:
Ross Carmel, Esq.
Email:
rcarmel@srfc.law
If
to the Company:
Shineco,
Inc.
T1,
South Tower
Jiazhaoye
Square, Chaoyang District
Beijing,
People’s Republic of China 100022
Attention:
Jennifer Zhan
Email:
jennifer@shineco.tech
with
a copy (which shall not constitute notice) to:
Hunter
Taubman Fischer & Li LLC
350
Third Avenue, 19th Floor
New
York, NY 10022
Attention:
Ying Li, Esq.
Email:
yli@htflawyers.com
9.2
Research Analyst Independence. The Company acknowledges that each Underwriter’s research analysts and research departments
are required to be independent from its investment banking division and are subject to certain regulations and internal policies, and
that such Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research
reports with respect to the Company and/or the Offering that differ from the views of their investment banking division. The Company
acknowledges that each Underwriter is a full service securities firm and as such from time to time, subject to applicable securities
laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions
in debt or equity securities of the Company; provided, however, that nothing in this Section 9.2 shall relieve the Underwriter
of any responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules
or regulations.
9.3
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.
9.4
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.5
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 terms and conditions of that certain
engagement letter between the Company and the Representative dated June 20, 2024, including the tail provisions set forth in Section
9 thereof, shall remain in full force and effect.
9.6
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal
representatives, heirs 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.
9.7
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 stockholders and 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.
9.8
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.
9.9
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, |
| |
|
|
| |
SHINECO,
INC. |
| |
|
|
| |
By: |
|
| |
Name:
|
|
| |
Title: |
|
| 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: |
|
| EF HUTTON LLC |
|
| |
|
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Signature
Page to the Underwriting Agreement
SCHEDULE
1
| Underwriter | |
Total Number
of
Firm Shares to be
Purchased | | |
Total Number
of
Firm Pre-Funded
Warrants to be
Purchased | | |
Number of
Option
Shares and/or
Option
Pre-Funded
Warrants to be
Purchased if the
Over-Allotment
Option is Fully
Exercised by the
Representative | |
| EF Hutton LLC | |
| 1,864,160 | | |
| 0 | | |
| 279,624 | |
| R.F. Lafferty &
Co., Inc. | |
| 5,000 | | |
| 0 | | |
| 750 | |
| TOTAL | |
| 1,869,160 | | |
| 0 | | |
| 280,374 | |
SCHEDULE
2-A
Pricing Information
Number
of Firm Shares: 1,869,160
Number
of Firm Pre-Funded Warrants: N/A
Number
of Option Shares: 280,374
Public
Offering Price per Share: $1.07
Public
Offering Price per Pre-Funded Warrant: N/A
Underwriting
Discount per Share: $0.0749
Underwriting
Discount per Pre-Funded Warrant: N/A
Underwriting
non-accountable expense allowance per Share: $0.00535
Underwriting
non-accountable expense allowance per Pre-Funded Warrant: N/A
Proceeds
to Company per Share (before expenses): $0.9951
Proceeds
to Company per Pre-Funded Warrant (before expenses): N/A
SCHEDULE
2-B
Issuer
General Use Free Writing Prospectuses
None.
SCHEDULE
3
List
of Lock-Up Parties
| Jennifer
Zhan – CEO and Director |
| Mike
Zhao – Chairman of the Board |
| Sai
(Sam) Wang – CFO and Director |
| Xiqiao
Liu – COO and Director |
| Jin
Liu – Director |
| Aamir
Ali Quraishi – Director |
| Hu
Li – Director |
| Shanchun
Huang – 5% or greater stockholder |
Exhibit
5.1
July
17, 2024
Shineco,
Inc.
T1,
South Tower, Jiazhaoye Square, Chaoyang District
Beijing,
People’s Republic of China 100022
| Re: |
Registration Statement on Form S-3 |
Ladies
and Gentlemen:
We
have acted as U.S. securities counsel to Shineco, Inc., a Delaware corporation (the “Company”), in connection with
the preparation of the Company’s prospectus supplement (“Prospectus Supplement”) relating to the registration
statement on Form S-3, File No. 333-261229 (the “Registration Statement”) filed with the U.S. Securities and Exchange
Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the registration of 1,869,160 shares of common stock (the “Shares”), par value
$0.001 per share, of the Company offered and sold by the Company.
In
arriving at the opinion expressed below, we have examined and relied on the following documents:
| |
(1) |
the
Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company; |
| |
|
|
| |
(2) |
the
resolutions adopted by the board of directors of the Company on July 10, 2024 and July 14, 2024 with respect to the Registration
Statement; |
| |
|
|
| |
(3) |
the
Registration Statement, including the prospectuses contained therein and exhibits thereto; and |
| |
|
|
| |
(4) |
the
Prospectus Supplement. |
In
addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of public officials, officers, and representatives of the Company
and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed
below. In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or
photostatic), the accuracy and completeness of each document submitted to us, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic
copies thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company
are actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions
of fact and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other,
to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or
other, of the execution and delivery by such parties of such documents, and the validity and binding effect thereon on such parties.
We have not independently verified any of these assumptions.
The
opinions expressed in this opinion letter are limited to the federal laws of the United States of America and General Corporation
Law of the State of Delaware, as currently in effect. We are not opining on, and we assume no responsibility for, the applicability
or effect on any of the matters covered herein of: (a) any other laws; (b) the laws of any other jurisdiction; or (c) the laws of
any country, municipality, or other political subdivision or local government agency or authority. The opinion set forth below is
rendered as of the date of this opinion letter. We assume no obligation to update or supplement such opinion to reflect any change
of law or fact that may occur.
Based
upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Shares are validly issued, fully paid, and
non-assessable.
We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are experts with respect to any part of the Registration Statement 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 SEC, nor do we admit that we are
within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC
promulgated thereunder.
| |
Very
truly yours, |
| |
|
| |
 |
| |
Hunter
Taubman Fischer & Li LLC |
www.htflawyers.com | info@htflawyers.com
950 Third Avenue, 19th Floor - New York, NY 10022 | Office: (212) 530-2210 | Fax: (212) 202-6380
Exhibit
99.1
Shineco
Announces Pricing of $2 Million Underwritten
Public
Offering
Beijing,
July 12, 2024 (GLOBE NEWSWIRE) – Shineco, Inc. (“Shineco” or the “Company”) (NASDAQ: SISI), a provider
of innovative diagnostic medical products and related medical devices, today announced the pricing of its underwritten public offering
of 1,869,160 shares of its common stock at a public offering price of $1.07 per share of common stock, for aggregate gross proceeds of
approximately $2 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted
the underwriters a 45-day option to purchase up to an additional 280,374 shares of common stock at the public offering price per share,
less the underwriting discounts to cover over-allotments, if any. The offering is expected to close on July 15, 2024, subject to satisfaction
of customary closing conditions.
EF
Hutton LLC is acting as the sole book-running manager for the offering.
The
common stock is being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-261229),
which was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on June 10, 2022, and the accompanying
prospectus contained therein.
The
offering is being made only by means of a prospectus supplement and the accompanying prospectus that form a part of the registration
statement. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the
effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to this offering have been
filed with the SEC.
Copies
of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s
website at http://www.sec.gov or by contacting EF Hutton LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York,
NY 10022, by email at syndicate@efhutton.com, or by telephone at (212) 404-7002.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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. Any offer, if at all, will be made
only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.
About
Shineco, Inc.
Shineco
Inc. (“Shineco” or the “Company”) aims to ‘care for a healthy life and improve the quality of life’,
by providing safe, efficient and high-quality health and medical products and services to society. Shineco, operating through subsidiaries,
has researched and developed 33 vitro diagnostic reagents and related medical devices to date, and the Company also produces and sells
healthy and nutritious foods. For more information about Shineco, please visit www.biosisi.com/.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These
statements include, among others, statements regarding the proposed public offering, and the timing of the offering. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results
and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements
and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on
Form 10-K filed with the SEC on September 28, 2023, and in the Company’s other filings with the SEC. Readers are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company
disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press
release.
For
more information, please contact:
Shineco,Inc.
secretary@shineco.tech
Mobile:
+86-010-68130220
Precept
Investor Relations LLC
David
J. Rudnick
david.rudnick@preceptir.com
Mobile:
+1-646-694-8538
Exhibit 99.2
Shineco
Announces Closing of $2 Million Underwritten
Public
Offering
Beijing,
July 15, 2024 (GLOBE NEWSWIRE) – Shineco, Inc. (“Shineco” or the “Company”) (NASDAQ: SISI), a provider
of innovative diagnostic medical products and related medical devices, today announced the closing of its underwritten public offering
of 1,869,160 shares of its common stock at a public offering price of $1.07 per share of common stock, for aggregate gross proceeds of
approximately $2 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted
the underwriters a 45-day option to purchase up to an additional 280,374 shares of common stock at the public offering price per share,
less the underwriting discounts to cover over-allotments, if any.
EF
Hutton LLC acted as the sole book-running manager for the offering.
The
common stock was offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-261229), which
was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on June 10, 2022, and the accompanying
prospectus contained therein.
The
offering was made only by means of a prospectus supplement and the accompanying prospectus that form a part of the registration statement.
A prospectus supplement describing the terms of the public offering was filed with the SEC and formed a part of the effective registration
statement. The final prospectus supplement and accompanying prospectus relating to this offering were filed with the SEC on July 15,
2024.
Copies
of the prospectus supplement and the accompanying prospectus relating to this Offering may be obtained on the SEC’s website at
http://www.sec.gov or by contacting EF Hutton LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY
10022, by email at syndicate@efhutton.com, or by telephone at (212) 404-7002.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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. Any offer, if at all, was made only
by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.
About
Shineco, Inc.
Shineco
Inc. (“Shineco” or the “Company”) aims to ‘care for a healthy life and improve the quality of life’,
by providing safe, efficient and high-quality health and medical products and services to society. Shineco, operating through subsidiaries,
has researched and developed 33 vitro diagnostic reagents and related medical devices to date, and the Company also produces and sells
healthy and nutritious foods. For more information about Shineco, please visit www.biosisi.com/.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These
statements include, among others, statements regarding the proposed public offering, and the timing of the offering. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results
and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements
and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on
Form 10-K filed with the SEC on September 28, 2023, and in the Company’s other filings with the SEC. Readers are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company
disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press
release.
For
more information, please contact:
Shineco,Inc.
secretary@shineco.tech
Mobile:
+86-010-68130220
Precept
Investor Relations LLC
David
J. Rudnick
david.rudnick@preceptir.com
Mobile:
+1-646-694-8538
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Shineco (NASDAQ:SISI)
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De Oct 2024 a Nov 2024
Shineco (NASDAQ:SISI)
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