Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2022, Hour Loop, Inc. (the “Company” or “us” or “we”) entered into
an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton,
division of Benchmark Investments, LLC, as representative of the underwriters
named on Schedule I thereto, relating to the Company’s firm commitment
underwritten initial public offering (the “Offering”) of common stock, par value
$0.0001 per share (the “Common Stock”). Pursuant to the Underwriting Agreement,
the Company agreed to sell 1,500,000 shares of Common Stock to the underwriters
at a public offering price of $4.00 per share (the “Offering Price”), and
granted the Representative a 45-day over-allotment option to purchase up to
225,000 additional shares of Common Stock, equivalent to 15% of the shares of
Common Stock sold in the Offering (the “Option”), pursuant to the Company’s
registration statement on Form S-1, as amended (File No. 333-260540) (the
“Registration Statement”), under the Securities Act of 1933, as amended (the
“Securities Act”).
The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides that the Company will indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the underwriters may be required to
make because of any of those liabilities. In exchange for the underwriters’
services, the Company agreed to (i) sell the Common Stock to the underwriters at
a purchase price of $3.68 per share, and (ii) issue the Representative (or its
designees) a warrant to purchase shares of Common Stock (the “Representative’s
Warrant”) representing 5% of the 1,500,000 shares sold in the Offering.
The Offering closed on January 11, 2022, and the Company sold 1,725,000 shares
of Common Stock to the underwriters, which includes 225,000 shares sold upon the
full exercise of the Option, for total gross proceeds of $6.9 million. After
deducting the underwriting commissions, discounts, and offering expenses payable
by the Company, the Company received net proceeds of approximately $5.552
million.
The foregoing summary of the Underwriting Agreement is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On January 11, 2022, pursuant to the Underwriting Agreement, the Company issued
the Representative’s Warrant to purchase up to an aggregate of 75,000 shares of
Common Stock. The Representative’s Warrant may be exercised beginning on July 5,
2022 until January 7, 2027. The initial exercise price of Representative’s
Warrant is $5.00 per share, which represents 125% of the Offering Price.
The foregoing summary of the Representative’s Warrant is qualified in its
entirety by reference to the full text of the form of Representative’s Warrant,
a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 6, 2022, the Company issued a press release with respect to the
Company’s entering into the Underwriting Agreement, the listing of its Common
Stock on The Nasdaq Capital Market and pricing of the Offering. A copy of this
press release is filed as Exhibit 99.1 to this Report and incorporated herein by
reference.
On January 11, 2022, the Company issued a press release with respect to the
closing of the Offering. A copy of this press release is filed as Exhibit 99.2
to this Report and incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached
hereto, is being furnished and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be deemed incorporated by reference in any of the Company’s
filings under the Securities Act, or the Exchange Act, whether made before or
after the date hereof, except as shall be expressly set forth by specific
reference to this Report in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
4.1 Form of Representative's Warrant, dated January 11, 2022
10.1 Underwriting Agreement, dated as of January 6, 2022, between the
Company and certain underwriters set forth in the signature page
thereto
99.1 Press Release dated January 6, 2022
99.2 Press Release dated January 11, 2022
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