Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2021, FalconStor Software, Inc., a Delaware corporation (the
"Company"), entered into an underwriting agreement (the "Underwriting
Agreement") with Roth Capital Partners, LLC, as the sole underwriter party
thereto (the "Underwriter"), which provided for the issuance and sale by the
Company, and the purchase by the Underwriter, of an aggregate of 725,000 shares
of the Company's common stock, par value $0.001 per share (the "Firm Shares").
The Company also granted the Underwriter a 30-day option to purchase up to an
additional 108,750 shares of the Company's common stock (the "Option Shares",
and together with the Firm Shares, the "Shares") on the same terms and
conditions (the "Offering").
The Underwriter agreed to purchase the Shares pursuant to the Underwriting
Agreement at a price of $4.10 per share. The Shares were offered, issued and
sold pursuant to the Company's Registration Statement on Form S-1 (File No.
333-256756) originally filed with the U.S. Securities and Exchange Commission
(the "SEC") on June 3, 2021, as amended, which the SEC declared effective on
June 21, 2021. A final prospectus describing the terms of the Offering was filed
with the SEC on June 22, 2021 pursuant to Rule 424(b)(4) of the Securities Act
of 1933, as amended (the "Securities Act").
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriter, including for liabilities under
the Securities Act, and termination and other provisions customary for
transactions of this nature.
The foregoing summary of the Underwriting Agreement is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is
filed herewith as Exhibit 1.1 and incorporated herein by reference.
Item 8.01. Other Events
On June 21, 2021, the Company issued a press release announcing the pricing of
the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
On June 23, 2021, the Company issued and sold to the Underwriter an aggregate of
811,750 shares of the Company's common stock (including 86,750 Option Shares)
and thereby closed the Offering at a price of $4.10 per share, for net proceeds
of approximately $2.9 million after deducting the underwriting discount and
estimated offering expenses payable by the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
1.1 Underwriting Agreement dated June 21, 2021
99.1 Press Release dated June 21, 2021, announcing the pricing of its
public offering of Common Stock
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FALCONSTOR SOFTWARE, INC. 
