SOFO Sonic Foundry Inc (CE)

 

On April 13, 2022, Sonic Foundry, Inc., a Maryland corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), pursuant to which the Company sold, in an underwritten public offering by the Company (the “Offering”) 1,700,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $2.55 per share. The Company has granted the Underwriter a 45-day option to purchase up to an additional 255,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

 

The shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-262816), as initially filed with the Securities and Exchange Commission (the “Commission”) on February 17, 2022, and declared effective by the Commission on March 1, 2022, and a prospectus supplement dated April 13, 2022. A copy of the legal opinion and consent of McBreen & Kopko LLP relating to the validity of the issuance and sale of the shares sold in the Offering is attached as Exhibit 5.1 hereto. The Offering is expected to close on April 19, 2022, subject to the satisfaction of customary closing conditions.

 

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.