In connection with the offering, NLabs Inc., a Delaware corporation ("NLabs") an existing stockholder and an affiliate of the Company and the Company's Chief Executive Officer, will exchange and extinguish certain of the Company's outstanding non-convertible promissory notes in the aggregate principal amount, plus accrued interest, of $3,239,096, in exchange for 3,239,096 shares of common stock and accompanying warrants at the combined public offering price per share and accompanying warrant.
The closing of the Offering is expected to occur on or about August 14, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from this Offering for investments in inventory and the Company's customer support infrastructure and for working capital and general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the Offering.
The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-288878) previously filed with the Securities and Exchange Commission ("SEC") on July 23, 2025, which was declared effective on August 12, 2025. This Offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the Offering has been filed with the SEC. An electronic copy of the final prospectus relating to the Offering may be obtained, when available, on the SEC's website located at http://www.sec.gov and may also be obtained from A.G.P./Alliance Global ...
