Item 1.01. Entry into a Material Definitive Agreement.

On July 22, 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 285,000 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 42,750 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. 333-258031) originally filed with the U.S. Securities and Exchange Commission (the "SEC") on July 20, 2021, which the SEC declared effective on July 22, 2021. A final prospectus describing the terms of the Offering was filed with the SEC on July 26, 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 July 23, 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 July 27, 2021, the Company issued and sold to the Underwriter an aggregate of 285,000 shares of the Company's common stock and thereby closed the Offering at a price of $4.10 per share, for net proceeds of approximately $0.9 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 July 22, 2021

99.1 Press Release dated July 23, 2021, announcing the pricing of its


               public offering of Common Stock

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