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]
Electrovaya(ELVA) - 2024 Q4 - Annual Report