Group 1 - New industries often lead to significant capital loss despite their claims of disruption [1] - Shri Upadhyaya is an independent investor with over 15 years of experience in stocks and options [1] - Upadhyaya emphasizes the importance of personal investment strategies based on deep research and independent thinking [1] Group 2 - Upadhyaya's investment approach includes focusing on under-the-radar small caps with asymmetric upside and low-beta stocks [1] - He practices a strategy of pairing long positions with targeted short positions to manage risk effectively [1] - This investment methodology has contributed to a smoother volatility and improved long-term compound annual growth rate (CAGR) [1]

Group 1 - Electrovaya Inc. is currently in the execution phase, focusing on integrating its advanced battery technology into new industries [1] - The company has secured multiple tack-on deals, including a supply agreement with Janus Electric for interchangeable battery packs [1] Group 2 - Michael Del Monte is identified as a buy-side equity analyst with over 5 years of industry experience, contributing to the investment ecosystem [1]

Group 1 - The focus has shifted from primarily tech stocks to include offshore drilling, supply industry, and shipping sectors such as tankers, containers, and dry bulk [1] - There is an emerging interest in the fuel cell industry, which is still in its nascent stage [1] Group 2 - The individual has extensive experience in auditing with PricewaterhouseCoopers before transitioning to day trading nearly 20 years ago [2] - The individual successfully navigated significant market events including the dotcom bubble burst, the aftermath of the World Trade Center attacks, and the subprime crisis [2]

Unaudited Condensed Interim Consolidated Financial Statements [Condensed Interim Consolidated Statements of Financial Position](index=1&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Financial%20Position) As of March 31, 2025, total assets increased to **$45.4 million** from **$39.5 million**, while total liabilities decreased to **$24.3 million**, resulting in total equity more than doubling to **$21.1 million** Consolidated Statement of Financial Position (in thousands of U.S. dollars) | Account | March 31, 2025 | September 30, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | **35,302** | **29,418** | | Trade and other receivables | 18,073 | 11,292 | | Inventories | 7,980 | 9,698 | | **Total Assets** | **45,423** | **39,482** | | **Total Current Liabilities** | **9,068** | **28,531** | | Working capital facilities | - | 16,283 | | **Total Liabilities** | **24,293** | **30,897** | | Long term loan | 13,087 | - | | **Total Equity** | **21,130** | **8,585** | [Condensed Interim Consolidated Statements of Earnings](index=2&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Earnings) Net income reached **$408 thousand** for the six months ended March 31, 2025, a significant turnaround from a prior-year loss, supported by increased revenue Statement of Earnings Highlights (in thousands of U.S. dollars) | Metric | Six Months Ended Mar 31, 2025 | Six Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenue | 26,187 | 22,786 | | Gross Margin | 8,081 | 7,254 | | Income from operations | 1,206 | 603 | | Net income (loss) for the period | 408 | (1,047) | | Basic income (loss) per share | 0.01 | (0.03) | Quarterly Performance (in thousands of U.S. dollars) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenue | 15,018 | 10,695 | | Gross Margin | 4,673 | 3,725 | | Net income (loss) for the period | 828 | (839) | [Condensed Interim Consolidated Statements of Comprehensive income (Loss)](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Comprehensive%20income%20%28Loss%29) Total comprehensive income improved to **$218 thousand** for the six months ended March 31, 2025, a significant turnaround from a prior-year loss, primarily due to positive net income Comprehensive Income (Loss) Summary (in thousands of U.S. dollars) | Description | Six Months Ended Mar 31, 2025 | Six Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net income (loss) for the period | 408 | (1,047) | | Cumulative translation adjustment | (190) | (54) | | **Other comprehensive income (loss) for the period** | **218** | **(1,101)** | [Condensed Interim Consolidated Statements of Changes in Equity](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity significantly increased to **$21.1 million** by March 31, 2025, primarily driven by **$11.6 million** from share issuance and net income - The primary drivers for the increase in total equity were the issuance of shares for **$11.6 million** and a net income of **$408 thousand**[5](index=5&type=chunk) Changes in Equity (in thousands of U.S. dollars) | Description | Six Months Ended Mar 31, 2025 | | :--- | :--- | | Balance – October 01, 2024 | 8,585 | | Issuance of shares | 11,624 | | Stock-based compensation | 703 | | Net income for the period | 408 | | Cumulative translation adjustment | (190) | | **Balance – March 31, 2025** | **21,130** | [Condensed Interim Consolidated Statement of Cash Flows](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash outflow was **$443 thousand** for the six months ended March 31, 2025, primarily due to operating activities, partially offset by **$5.2 million** from financing Cash Flow Summary (in thousands of U.S. dollars) | Activity | Six Months Ended Mar 31, 2025 | Six Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Cash from (used in) operating activities | (4,752) | 322 | | Cash from (used in) investing activities | (889) | (395) | | Cash from (used in) financing activities | 5,198 | 86 | | **Increase (decrease) in cash and cash equivalents** | **(443)** | **13** | | **Cash and cash equivalents at end of period** | **283** | **1,116** | - Financing activities included a significant issuance of shares for **$11.6 million**, proceeds from new working capital facilities of **$29.5 million**, and substantial repayments of old facilities and loans totaling over **$34 million**[7](index=7&type=chunk) Notes to Unaudited Condensed Interim Consolidated Financial Statements [Note 1: Reporting Entity](index=4&type=section&id=Note%201%3A%20Reporting%20Entity) Electrovaya Inc., a Canadian company, specializes in designing, developing, and manufacturing Lithium-Ion batteries for energy storage and electric transportation - The company is domiciled in Ontario, Canada, and its primary business is the design, development, and manufacturing of Lithium-Ion batteries and battery systems[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [Note 2: Basis of Presentation](index=5&type=section&id=Note%202%3A%20Basis%20of%20Presentation) Financial statements are prepared under IAS 34 on a going concern basis, showing a net profit of **$408 thousand** and positive working capital of **$26.2 million** - The financial statements comply with International Accounting Standard 34, "Interim Financial Reporting"[13](index=13&type=chunk) Key Financial Health Indicators (in thousands of U.S. dollars) | Metric | As of/For Six Months Ended Mar 31, 2025 | As of/For Six Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Cash used in operations | (4,752) | 322 (provided) | | Working Capital | 26,234 | 887 (as of Sep 30, 2024) | | Net Profit/(Loss) | 408 | (1,047) | [Note 4: Trade and Other Receivables](index=6&type=section&id=Note%204%3A%20Trade%20and%20Other%20Receivables) Net trade and other receivables increased to **$18.1 million** by March 31, 2025, with **84.9%** being current and minimal amounts over 90 days past due Trade and Other Receivables (in thousands of U.S. dollars) | Account | March 31, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Net trade receivables | 16,935 | 10,513 | | Other receivables | 1,138 | 779 | | **Total** | **18,073** | **11,292** | - As of March 31, 2025, **84.90%** of trade receivables were current and only **0.71%** were over 90 days past due[24](index=24&type=chunk) [Note 5: Inventories](index=7&type=section&id=Note%205%3A%20Inventories) Total inventories decreased to **$8.0 million** by March 31, 2025, primarily due to reduced raw materials, with a **$212 thousand** provision for obsolete stock Inventory Breakdown (in thousands of U.S. dollars) | Category | March 31, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Raw materials | 7,025 | 8,433 | | Finished goods | 942 | 941 | | **Total** | **7,980** | **9,698** | - A provision for slow-moving and obsolete inventories of **$212 thousand** was included in direct manufacturing costs for the period ended March 31, 2025[29](index=29&type=chunk) [Note 9: Working Capital Facilities and Promissory Notes](index=8&type=section&id=Note%209%3A%20Working%20Capital%20Facilities%20and%20Promissory%20Notes) The company secured a new **$20 million** working capital facility and a **$51 million** loan approval, while fully repaying all promissory notes by December 2024 - In March 2025, the company entered a new three-year credit agreement with Bank of Montreal for up to **$20 million**, plus a **$5 million** accordion, used to pay off the outstanding balance with Cortland[39](index=39&type=chunk) - The company received a loan approval for **$51 million** from the Export-Import Bank of the United States for the Jamestown facility, with no funds drawn as of March 31, 2025[40](index=40&type=chunk) - The promissory note balance of **$519 thousand** as of September 30, 2024 was fully repaid by December 2024[41](index=41&type=chunk) [Note 13: Share Capital, Stock Options, and Warrants](index=11&type=section&id=Note%2013%3A%20Share%20Capital%2C%20Stock%20Options%2C%20and%20Warrants) Share capital increased to **$128.1 million** due to a **$11.6 million** equity raise, with **4.84 million** stock options and **1.42 million** warrants outstanding - In December 2024, the company raised **$11.8 million** in equity by issuing **5,175,000** common shares at **$2.15** per share and an additional **776,250** shares through an over-allotment option[51](index=51&type=chunk)[58](index=58&type=chunk) Outstanding Options and Warrants | Instrument | Number Outstanding (as of Mar 31, 2025) | Weighted Avg. Exercise Price | | :--- | :--- | :--- | | Stock Options | 4,842,789 | $2.37 | | Share Warrants | 1,420,000 | $0.63 | [Note 14: Related Party Transactions](index=14&type=section&id=Note%2014%3A%20Related%20Party%20Transactions) Key management compensation decreased to **$684 thousand**, and special performance-based stock options were granted to executives, alongside a facility usage agreement with a related entity Key Management Compensation (in thousands of U.S. dollars) | Category | Six Months Ended Mar 31, 2025 | Six Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Salaries, bonus and other benefits | 431 | 432 | | Share based compensation | 253 | 486 | | **Total** | **684** | **918** | - The company has a facility usage agreement with a research firm acquired by an investor group controlled by the family of the CEO and Chairman, with monthly payments of **Cdn $25,265**[67](index=67&type=chunk)[68](index=68&type=chunk) - Special stock options were granted to Dr. Sankar Das Gupta (**700,000** options) and Dr. Rajshekar Das Gupta (**1,500,000** options in total) which vest upon reaching specific market capitalization targets[71](index=71&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) [Note 16: Financial Instruments and Risk Management](index=15&type=section&id=Note%2016%3A%20Financial%20Instruments%20and%20Risk%20Management) The company faces credit, liquidity, and market risks, with significant customer concentration, and manages liquidity through cash flow and a new revolving credit facility - The company faces significant customer concentration risk, with one customer accounting for **61%** of revenue and **49%** of accounts receivable as of March 31, 2025[87](index=87&type=chunk) - Liquidity risk is managed through operating cash flow and a revolving credit facility, with contractual maturities of financial liabilities totaling **$26.3 million**[88](index=88&type=chunk)[89](index=89&type=chunk) - Derivative warrant liabilities are measured at fair value using the Black-Scholes model and classified as Level 2, valued at **$113 thousand** as of March 31, 2025[78](index=78&type=chunk) [Note 17: Contingencies](index=18&type=section&id=Note%2017%3A%20Contingencies) The company is disputing two contingencies: a CRA SRED reassessment of **$601 thousand** and a **Cdn $830 thousand** claim from the Province of Ontario - The company is appealing a CRA notice regarding 2014 and 2015 SRED reassessments totaling approximately **$601 thousand** plus interest, believing the amounts may be reversed or reduced[95](index=95&type=chunk) - The Province of Ontario has a claim against the company for **Cdn $830 thousand**, which the company is disputing with no further provincial action taken[96](index=96&type=chunk) [Note 18: Segment and Customer Reporting](index=18&type=section&id=Note%2018%3A%20Segment%20and%20Customer%20Reporting) Operating as a single segment, the company's revenue of **$26.2 million** is primarily from large format batteries, with **98%** of revenue generated in the United States - The company operates in a single reportable segment[98](index=98&type=chunk) Revenue by Product Type (Six Months Ended, in thousands of U.S. dollars) | Product Type | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Large format batteries | 25,460 | 22,341 | | Other | 727 | 445 | | **Total** | **26,187** | **22,786** | Revenue by Geography (Six Months Ended, in thousands of U.S. dollars) | Region | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | United States | 25,738 | 21,621 | | Canada | 348 | 1,120 | | Others | 101 | 45 | | **Total** | **26,187** | **22,786** |

Core Viewpoint - Electrovaya Inc. reported quarterly earnings of $0.02 per share, missing the Zacks Consensus Estimate of $0.03 per share, and compared to a loss of $0.02 per share a year ago, indicating a -33.33% earnings surprise [1] Financial Performance - The company posted revenues of $15.02 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 7.10%, and showing an increase from year-ago revenues of $10.7 million [2] - Over the last four quarters, Electrovaya has surpassed consensus EPS estimates two times [2] Stock Performance - Electrovaya shares have increased approximately 11.3% since the beginning of the year, outperforming the S&P 500's gain of 0.1% [3] Future Outlook - The company's earnings outlook is crucial for investors, including current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the coming quarter is $0.04 on revenues of $18.69 million, and for the current fiscal year, it is $0.10 on revenues of $66.68 million [7] Industry Context - The Electronics - Miscellaneous Products industry, to which Electrovaya belongs, is currently ranked in the bottom 38% of over 250 Zacks industries, indicating potential challenges for stock performance [8]

Core Viewpoint - Electrovaya Inc. (ELVA) has received an upgrade to a Zacks Rank 2 (Buy), indicating a positive outlook on its earnings estimates, which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Performance - The Zacks rating system is based on changes in earnings estimates, which are closely correlated with stock price movements, particularly influenced by institutional investors [4][6]. - For the fiscal year ending September 2025, Electrovaya Inc. is projected to earn $0.10 per share, reflecting a 350% increase from the previous year's reported figure [8]. Recent Trends in Earnings Estimates - Over the past three months, the Zacks Consensus Estimate for Electrovaya Inc. has risen by 46.4%, indicating a positive trend in earnings expectations [8]. - The upgrade to Zacks Rank 2 places Electrovaya in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

Core Viewpoint - Electrovaya (ELVA) is positioned to enter a multi-year revenue growth cycle, with a price target set at $9.70, indicating a potential upside of 280% from the current price of $2.50 [1] Company Analysis - The focus is on small to mid-cap companies that possess disruptive technology, with an emphasis on competitive analysis and the backgrounds of founders [2] - The investment strategy typically spans a two-year timeframe, but investments may be held for longer periods [2] - The analyst has a strong background in investment, having experienced various market cycles and learned the importance of selecting winning stocks while avoiding losses [2] Investment Position - The analyst holds a beneficial long position in ELVA shares through stock ownership, options, or other derivatives [3]

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $11.2 million, a decrease from $12.1 million in Q1 2024, attributed to delivery timing rather than production or order volume [20] - Gross margin for the quarter was 30.5%, an increase from 29.2% in the prior quarter, with battery system margin slightly higher at 30.8% [22] - Adjusted EBITDA was $0.5 million, flat compared to the prior year, marking seven consecutive quarters of positive adjusted EBITDA [24] - Net loss for the quarter was $0.4 million, compared to $0.2 million in the prior year, with a positive cash flow from operating activities of $1 million [25][26] Business Line Data and Key Metrics Changes - The company secured a $51 million direct loan approval from the Export-Import Bank of the United States to expand lithium-ion cell manufacturing [9] - An equity raise generated gross proceeds of approximately $12.8 million, strengthening the balance sheet and financial position [10] - Sales momentum was noted from material handling OEM partners and end customers, with a leasing program showing high sales interest [14][15] Market Data and Key Metrics Changes - Interest in Electrovaya's products is growing in Japan, particularly through partnerships with Sumitomo Corporation, with expectations of material contracts [16] - The company is on track to ship its first modules to a global construction OEM in Japan later this quarter [15] Company Strategy and Development Direction - The company is focused on domestic manufacturing, aligning with global trends and U.S. policies [28] - Plans to accelerate battery system assembly operations at the Jamestown facility, with commercial operations expected to commence by April 2025 [12] - A robust tariff mitigation strategy is being implemented to address potential trade barriers [13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's position for success, citing strong technology and market focus on domestic manufacturing [28] - The company anticipates a ramp-up in production and revenue growth throughout fiscal 2025, maintaining a revenue guidance of over $60 million [22][66] Other Important Information - The company ended Q1 2025 with positive net working capital of $12.6 million, compared to negative net working capital of $0.4 million in the prior year [25] - Total debt decreased to $15.3 million from $18.4 million in the prior year, with management focused on conservative cash management [26] Q&A Session Summary Question: Are existing facilities becoming more of an opportunity for customers? - Management confirmed that existing facilities represent a larger opportunity size, with expectations for more customers to follow suit [32][33] Question: Will U.S. administration policies lead to delays in orders? - Management has not seen any delays thus far, with some customers trying to place orders sooner due to potential price increases [35] Question: Update on EXIM Bank loan finalization? - Management indicated that they are working on loan documents and expect to close the loan this quarter [39][40] Question: Interest from Sumitomo Corporation? - Most interest is coming from the construction space, with ongoing discussions with multiple OEMs in Japan [42] Question: Guidance for revenue expectations throughout fiscal 2025? - Management expects a gradual increase in revenue each quarter, with a step-up anticipated based on backlog [45][47] Question: Update on new markets and growth opportunities? - Management highlighted various opportunities in robotics, mining, and defense, with a focus on seeding opportunities for future growth [52][54] Question: Status of solid-state battery development? - Solid-state battery technology is still in the lab, with ongoing optimization before customer testing [91] Question: Capacity and ramp-up plans for Jamestown? - The Jamestown facility has a capacity of approximately $200 million, with battery system assembly starting in April and cell production in mid-2026 [98]

Financial Performance - Electrovaya Inc. reported a quarterly loss of $0.01 per share, which was better than the Zacks Consensus Estimate of a loss of $0.02, representing an earnings surprise of 50% [1] - The company posted revenues of $11.17 million for the quarter ended December 2024, missing the Zacks Consensus Estimate by 4.46%, and down from $12.09 million year-over-year [2] - Over the last four quarters, Electrovaya has surpassed consensus EPS estimates two times but has not beaten revenue estimates [2] Stock Performance - Electrovaya shares have lost approximately 4.2% since the beginning of the year, while the S&P 500 has gained 2.9% [3] - The current Zacks Rank for Electrovaya is 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [6] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.03 on revenues of $16.89 million, and for the current fiscal year, it is $0.06 on revenues of $66.92 million [7] - The trend of earnings estimate revisions for Electrovaya is mixed, which could change following the recent earnings report [6] Industry Context - Electrovaya operates within the Zacks Electronics - Miscellaneous Products industry, which is currently ranked in the bottom 46% of over 250 Zacks industries [8] - Research indicates that the top 50% of Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1 [8]

Offering Details - Electrovaya Inc. is offering a total of 5,175,000 common shares at a price of US$2.01025 per share[54] - The aggregate purchase price for the closing shares will be determined based on the number of shares purchased by each underwriter as specified in Schedule I[54] - An over-allotment option is granted to the representative to purchase up to 776,250 additional common shares at the same share purchase price[56] - The offering is expected to be made public as soon as deemed advisable by the representative[2] - The closing of the purchase and sale of the shares is contingent upon the satisfaction of certain conditions outlined in the agreement[55] - The offering is part of a Canadian Base Shelf Prospectus that qualifies for distribution of up to US$100,000,000 of the company's securities[7] - The company will deliver the shares to the underwriters upon receipt of the closing purchase price in US dollars[55] - The offering is structured to comply with Canadian Securities Laws and will be filed with the Canadian Securities Administrators[11] Regulatory Compliance - The Company has filed a Registration Statement with the SEC, which became effective on September 25, 2024, for the registration of Public Shares[73] - The Canadian Base Shelf Prospectus and the Canadian Prospectus Supplement complied with applicable Canadian Securities Laws at the time of filing[74] - The Company has filed all required reports under applicable Canadian Securities Laws and the Securities Act, ensuring compliance for the past two years[83] - Financial statements included in the SEC Reports comply with applicable accounting requirements and fairly present the Company's financial position[83] - The Company is in compliance with all applicable requirements of the Sarbanes-Oxley Act and similar Canadian legislation[95] - The Company is currently in compliance with all listing and maintenance requirements of the Trading Market[99] - The Company will comply with all legal requirements necessary to continue to qualify the Public Shares for distribution in each Canadian Jurisdiction[126] Shareholder and Financial Information - The Company has an unlimited number of Common Shares issuable, and all corporate actions required for the authorization, issuance, and sale of the Public Shares have been duly taken[79] - The Closing Shares have been approved for listing on NASDAQ, subject only to official notice of issuance[65] - The Public Shares will be duly and validly issued, fully paid, and non-assessable when issued and paid for[79] - The Company has not declared any dividends or made distributions to shareholders since the latest audited financial statements[84] - The fair saleable value of the Company's assets exceeds the amount required to be paid on its existing debts and liabilities[104] - The Company has made or filed all required tax returns and has paid all material taxes due[107] - The Company has not made any significant acquisitions in the current or prior financial years that require additional financial statements[120] Internal Controls and Assets - The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding financial reporting[95] - The Company possesses all necessary regulatory permits to conduct its business, with no notices of revocation or modification received[89] - The Company has good and marketable title to all material assets, free of significant liens[90] - There have been no material adverse events or liabilities incurred since the latest audited financial statements[84] - No material adverse change has occurred in the Company's business condition or prospects prior to the Closing Date[64] Intellectual Property and Security - The Company has taken reasonable measures to protect its intellectual property rights, which are enforceable and not subject to known infringements[91] - There has been no security breach or compromise of the Company's IT systems and data[115] - The Company is in compliance with all applicable data privacy and security laws and regulations[117] - The Company has received all necessary permits and licenses required under Environmental Laws[118] Indemnification and Liability - The Company agrees to indemnify Underwriters against any losses arising from untrue statements in the Registration Statement or Prospectus[153] - Underwriters are only liable to indemnify the Company for amounts not exceeding the underwriting discounts and commissions applicable to the Public Shares purchased[156] - Contribution rights are established for indemnification claims, with Underwriters contributing based on their underwriting discount percentage[158] Miscellaneous Provisions - The Company will apply the net proceeds from the Offering in a manner consistent with the application described under the caption "Use of Proceeds" in the Prospectus and the Canadian Prospectus[136] - The Company will reimburse Roth for its reasonable out-of-pocket expenses related to the Offering in an amount up to US$175,000[135] - The Company will deliver to the Underwriters complete conformed copies of the Registration Statement and Canadian Prospectus as requested[123] - The Company will notify the Underwriters promptly if any event occurs that makes the Prospectus or Canadian prospectus misleading[125] - The Company will make generally available to its security holders an earnings statement covering a period of at least twelve consecutive months beginning after the Execution Date[137] - The Company will not issue any press releases or engage in publicity without the Representative's prior written consent for a specified period[140] - The Company will prepare and file any supplementary material that may be necessary or advisable at the request of the Underwriters[126] - The Company is prohibited from entering into any Variable Rate Transaction for 90 days after the Closing Date[145] - The Company has not relied on Underwriters for legal, tax, or accounting advice related to the Offering[147] - If any Underwriter fails to purchase the agreed shares, the Representative will have 36 hours to procure other Underwriters to fulfill the purchase[150] - If the defaulting Underwriter's failure exceeds 10% of the shares, the Company has the right to terminate the Agreement without liability[150] - The Representative can terminate the Agreement if there are material disruptions in the securities markets or if the Company sustains a material loss[162] Underwriter Contributions - The total closing shares issued by the underwriters amount to 5,175,000 shares, with a total closing purchase price of US$10,403,043.75[185] - Roth Capital Partners, LLC is responsible for 2,587,500 shares, contributing US$5,201,521.87 to the total[185] - Craig-Hallum Capital Group LLC and Raymond James Ltd. each acquired 1,293,750 shares, with respective contributions of US$2,600,760.94[185]