UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 14, 2023, Forza X1, Inc., a Delaware corporation (the “Company”), consummated an underwritten public offering (the “Offering”) of 5,334,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $1.50 per share, generating gross proceeds of $8,001,000, before deducting underwriting discounts and offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 800,100 shares of Common Stock to cover over-allotments at the public offering price, less the underwriting discount.
The Company intends to use the proceeds for the development of its manufacturing facility, for working capital and general corporate purposes.
ThinkEquity LLC (“ThinkEquity”) acted as sole book-running manager for the Offering. In connection with the Offering, on June 12, 2023, the Company entered into an underwriting agreement with ThinkEquity, as representative of the underwriters (the “Underwriting Agreement”), a form of which was previously filed as an exhibit to the Company’s registration statement on Form S-1 (File No. 333-272502), which was declared effective by the Securities and Exchange Commission on June 12, 2023 (the “Registration Statement”). A copy of the final executed underwriting agreement is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein in reference.
In accordance with the terms of the Underwriting Agreement, ThinkEquity is entitled to be issued as compensation warrants to purchase up to five percent (5%) of the aggregate number of shares of Common Stock sold in the Offering (the “Representative’s Warrants”). As a result, upon closing of the Offering, the Company issued to ThinkEquity, and its designees, Representative’s Warrants to purchase up to 266,700 shares of Common Stock. The Representative’s Warrants are exercisable at a per share exercise price equal to $1.875 (125% of the public offering price per share in the Offering). The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the effective date of the Registration Statement. A copy of the form of executed Representative’s Warrant is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein in reference.
Item 8.01. Other Events.
On June 12, 2023, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 14, 2023, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated June 12, 2023, by and between Forza X1, Inc. and ThinkEquity LLC | |
| 4.1 | Form of Representative’s Warrant Agreement | |
| 99.1 | Press Release Announcing Pricing of Offering, dated June 12, 2023 | |
| 99.2 | Press Release Announcing Closing of Offering, dated June 14, 2023 | |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) |
SIGNATURES
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.
| Date: June 14, 2023 | ||
| FORZA X1, INC. | ||
| By: | /s/ Jim Leffew | |
| Name: | Jim Leffew | |
| Title: | President and Chief Executive Officer | |