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Can't wait!
running out of days
maybe
the Jelly Family steps up and gives $GOED some more soap opera news
only 3 weeks left to the shareholder meeting and quarterly report ….
something needs to happen before the coulda woulda shouldas
those poor $GOED newbies still crushed from that crippling offering
Recent GOED BBB reviews remain dreadful, often due to delivery problems. Read them for yourself ...
https://www.bbb.org/us/mo/saint-charles/profile/major-appliance-dealers/goedekers-0734-110208035/complaints
Seriously? A cancelled a couch order and somehow proves a negative for GOED?
My daughter ordered and received a stove last week and is very happy with it!
Delays from one manufacturer don't reduce demand... if you need something, you need it! Either shift to a different brand, or wait!
Tons of appliance orders are likely being cancelled as ports remain clogged. Similarly, my kids ordered an expensive imported couch from a furniture store two months ago. Delivery is still months off so they cancelled.
maybe
the Tootsie Family steps up and gives $GOED some more soap opera news
otherwise nothing to report since I called them out on the fudge preorder paper order written order short order call to order and all other nonsense orders that just don’t seem to make it to the income statement besides the “cost” of paper and pens to write it
those poor $GOED newbies getting crushed
GOED Indeed!
I have been picky rebuying my trading shares, which I scalped at 3.33
Hope I get another chance to re-scoop.
MG
looks like the Brioche family didn’t step up with $GOED
hopefully the Lobster family can keep the storyline going
$GOED has nothing else going on …need some new soap opera writers this week
I wonder if
the Brioche family owns a lot of shares of $GOED
oh the storyline they could keep running with …
GOED A reminder to our international readers. The language of this forum is English. Posts must be reasonably understandable in this language.
Thank you for your cooperation.
MG
kisar sozay!
it was kisar sozay in skokie illinoy with the barbershop quartet
I think he played the $GOED trombone!
he made $GOED go down
kisar sozay! kisar sozay! kisar sozay!
The Kizer Family Announces Strong Support for the Leadership of 1847 Goedeker, Inc.
October 04 2021
Shannon Kizer, one of the largest landowners in the U.S. and who together with family members holds more than 9 million shares of common stock and more than 12 million warrants to purchase shares of common stock of 1847 Goedeker, Inc. (NYSE American: GOED) (“Goedeker” or the “Company”), today announced his support for the Company’s current leadership, including Chief Executive Officer Albert Fouerti and the Board of Directors (the “Board”):
“Based on our interactions with Goedeker’s leadership, we’re fully confident that the right management team and Board are in place. They have a clear plan for growing the business into a market-leading ecommerce player for home appliances. They also have a sound process in place for adding new experts to the Board, including directors with substantial experience in governance, finance, supplier and vendor relations, and strategic planning. We hope the activist group, which has not shared a plan for creating value, begins to adopt a more constructive posture and long-term outlook. We believe in this Company, and the leadership has our support.”
GOED My avg is 3.66 but when profits booked are counted, my avg is 3.26
GLTA!
...and a relaxing weekend. BeaUtiful fall weather in the Shenandoah Valley of VA
MG
Obviously anyone who bought at the 52 week high was a moron!
Your numbers confirm just what a BARGAIN and ground floor opportunity recent buyers have!
I still own a ton of GOED, am up a lot, and am quite confident buyers at these levels will be well rewarded...
Making money is about potential, not the past!
wowowowowowowowowowowowowowowowowowowowowowowowowowowowowow!!!
GOED
needs to climb 433% just so some of those innocent newbies can just break EVEN!
in case
anyone missed my messages
- this GOED piece of garbage is DOWN 82% from the “cough cough” 52 week high (more like 16 week pump high)
those poor innocent newbies !!!
52 week high $17.75 - curent $3.33 =
holy moley GOED stoley from all those innocent newbies!
that’s a huge % loss and 52 week high is being very generous more like 16 week high
52 week high $17.75 ……. so close
NOT
GOED storyline not juicy enough for taking any home for the weekend
need a new writer - is hans christian anderson still alive?
those poor innocent newbies!!!
not that
GOED has gone up besides from the absolute bottom of the poor innocent newbies torture level
holy moly those innocent investors got smoked!!!!
but I tend to agree with Tyrone
GOED storyline
looks like it may make a sudden change from soap opera to Alfred Hitchcock’s Lifeboat
bring a snorkel !
GOED Yes, that was classy.
I like this new guy.
I think great things are coming.
MG
wow
I didn’t know
the GOED stock record stopped on May 27th then began again
also the stock went into the higher 4s “after” the “offering” so it’s still down considerably from even there
wow wow wow GOED wow
truth hurts
beware of this scam!
$3.50...
The sidelines IS NOT the place to be here!
yeah that’s right!!!!!!
no one is gonna mess with the GOED rent money
cash cow baby making bank!!!!
As the World Turns had a storyline like GOED back in the early 90s. I think production has been shut down on them
I like this part:
"Out of respect for your firm and you, the Company will not make your associate’s exchanges public"
Hear, hear!!
Now Kanen, STHU!
LMAO!
Additional Proxy Soliciting Materials (definitive) (defa14a)
September 23 2021
On September 23, 2021, 1847 Goedeker Inc. sent the following letter to J. Carlo Cannell:
September 23, 2021
Mr. Cannell,
The leadership of 1847 Goedeker Inc. (“Goedeker” or the “Company”) is in receipt of your letter dated September 23, 2021.
You are likely aware that Goedeker has made a good faith proposal to invite Kanen Wealth Management (“Kanen”) into our ongoing director refresh process. You are also likely aware that we were in the process of proactively interviewing one of Kanen’s director candidates before Kanen publicly nominated five individuals for election to the Company’s nine-member Board. The suggestion that we have not tried to engage with Kanen and resolve Kanen’s campaign is false, and troubling to me as a devoted executive, director and sizable stockholder.
In an effort to ensure Goedeker’s stockholders do not draw the wrong conclusions, I feel compelled to highlight the below points that were omitted from what I consider to be your misleading public letter. As a long-term investor spending all of his energy and time trying to build a lasting foundation for growth, I am concerned by your firm’s ongoing efforts to gain outsized access to management throughout the quarter and glean an information advantage over your fellow stockholders.
· Goedeker’s leadership spent more than an hour-and-a-half on the phone with your firm just last month following the Company’s second quarter earnings call. This followed a string of prior interactions. This context was omitted from your letter.
· When your firm requested another call with multiple members of the management team this month, your Research Associate, Oleg Karmanov, shared a lengthy list of business, financial and operational questions in writing. We would not feel comfortable addressing some of these questions during the middle of a quarter and certainly not in a siloed manner that would not provide all stockholders the benefit of fair disclosure. This context about your firm’s agenda for another, mid-quarter business update call was omitted from your letter.
· In order to avoid creating an unfair two-tier system for investor relations and to ensure management can focus on value creation during this pivotal post-combination period, I feel providing your firm at least eight extended interactions per year with leadership is sufficient and strong. This includes a lengthy one-to-one call each quarter following our broader earnings call, which includes a Q&A your firm can participate in. Our representative made you aware of these considerations. This context was omitted from your letter.
· To demonstrate our respect for your status as a meaningful stockholder, our representative informed you that we plan to proactively reach out to schedule your post-earnings Q3 call to go over business, financial and operational items. This context was omitted from your letter.
· In addition, our representative asked that you make us aware if there were other issues you wanted to discuss, beyond business, financial and operational items that may not be appropriate to discuss one-to-one with you. This context was omitted from your letter.
Out of respect for your firm and you, the Company will not make your associate’s exchanges public.
If you would like to schedule a call with leadership or send us a constructive, private note about your specific input into our ongoing director refresh, we would be happy to receive that feedback. Any suggestions you have for director candidates with appliances, ecommerce and relevant capital markets experience are also welcomed. But your firm has made no such private overtures to date, as far as I am aware.
While you and Kanen may find it beneficial in the short-term to grandstand and engage in public hostilities, I am confident that a majority of my fellow stockholders will look unfavorably upon efforts to distract the Company’s leadership from the pursuit of sustainable, profitable growth and long-term value. I believe Goedeker’s stockholders recognize that it has been roughly three months since closing the Appliances Connection transaction and one month since our management transition. I suspect that stockholders focused on long-term value will deem it appropriate to provide a new chief executive officer a runway to replicate prior success and surround himself with a qualified team.
Regards,
Albert Fouerti
I mean people who WISELY bought in after the cash was raised!
Is this confusing?
you mean the
GOED longs from Jan 1 - May 27th of just this year are now somehow happy?
or just the last week to this week trader (never hold longer than your breath) “longs”?
I wonder if the GOED story line gonna
have Brantley Foster and Christy Willis make a play on the GOED board
Man, making all this money really sucks!
Congrats to longs!
storyline getting better!
I think GOED must have added some General Hospital writers, too!
is Cyrus trying to take out Sonny? like GOED plot
hopefully they don’t make it a cliffhanger episode here
biting my nails oh my
Yes, those poor newbies... making money and all...
that’s a smart move
this way GOED will provide no interference to the massive rent invoices that will be paid which just so happens to be within arms length reach of the company’s executives who are involved with the ownership of the buildings that maintains leases to this public entity
cut those checks on the 1st of the month (you don’t want a “late” fee)
oh the poor GOED newbies
Yes, nice day...
I think GOED is an EXCELLENT risk/reward at these prices!
GOED Nice day!
I'm hearing Kanen doesn't add anything. That they are just seeing the nice potential we are seeing and want to grab it.
Their slate has no experience in the appliance biz.
I say ignore them, vote for current management and board.
MG
Additional Proxy Soliciting Materials (definitive) (defa14a)
September 21 2021 - 04:36PM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant?
Filed by a Party other than the Registrant?
Check the appropriate box:
? Preliminary Proxy Statement
? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
? Definitive Proxy Statement
? Definitive Additional Materials
? Soliciting Material under §240.14a-12
1847 GOEDEKER INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
? No fee required.
? Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
? Fee paid previously with preliminary materials.
? Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
On September 21, 2021, 1847 Goedeker Inc. issued the following press release:
1847 Goedeker Issues Letter to Stockholders
Regarding Leadership Team’s Vision and Strategy
ST. CHARLES, Mo.--(BUSINESS WIRE)--1847 Goedeker Inc. (NYSE American: GOED) ("Goedeker" or the "Company"), one of the largest specialty ecommerce players in the U.S. household appliances market, today issued the below letter, signed by recently-appointed Chief Executive Officer Albert Fouerti, to the Company’s stockholders. As a reminder, Goedeker’s inaugural Annual Meeting of Stockholders (the “Annual Meeting”) is scheduled to be held on Wednesday, November 10, 2021. Further information regarding the Annual Meeting will be set forth in the Company's notice of the Annual Meeting, proxy statement and other proxy materials. Stockholders are not being asked to take action at this time.
Fellow Stockholder,
I recently accepted the Chief Executive Officer role at 1847 Goedeker Inc. (“Goedeker” or the “Company”) for a simple reason: the Company has a unique opportunity to become the pure play ecommerce leader in the $32 billion U.S. home appliances category. My goal is to build a world-class business that ultimately holds a double-digit share of the category. That is why I am devoting all of my energy and time to implementing the type of strategy that produced years of growth for Appliances Connection, Inc. (“Appliances Connection”) prior to the combination with Goedeker.
With this context in mind, I want to stress that Goedeker is only beginning its pursuit of scale and market leadership. We just closed the Appliances Connection transaction in June and initiated a management transition in August. We are still integrating the two businesses and putting the pieces in place to offer customers unrivaled selection, the most competitive pricing, faster shipping and a differentiated ecommerce experience that allows them to conceptualize appliances in their homes. Our mission is to make it as easy as possible for customers to execute orders through a click of the mouse or a phone call.
Fortunately, we have the right people and the right plan to accelerate the integration and speed up our foundation-building phase. I am confident enough in our prospects that I recently added to my sizable stockholdings by purchasing 330,000 shares on the open market. My interests remain squarely aligned with yours.
In an effort to lay the groundwork for sustainable and profitable growth, our leadership is seeking to replicate the playbook that underpinned Appliances Connection’s success. This includes:
• Ensuring expansive product selection. Due to our specialization in home appliances and strong relationships with suppliers, we are providing customers expanded access to core, premium and luxury brands. This includes upgraded and environmentally-friendly products as well as more private label offerings. We believe this is a distinct value proposition that will continue to set Goedeker apart from brick-and-mortar retailers and larger ecommerce companies that treat home appliances like one component of a massive product catalog. Although there are near-term inventory headwinds due to supply chain disruptions, we are leveraging our new economies of scale and purchasing power to obtain as much inventory as possible. We expect demand for our products to remain strong for the foreseeable future due to the thriving housing economy.
1
• Prioritizing competitive pricing. Thanks to our economies of scale and technology capabilities, we are now offering the minimum advertised price approximately 88%-92% of the time. We believe our consumer-friendly pricing can become even more enticing once supply chain constraints ease and suppliers increase promotions that Goedeker can pass along to customers. We will continue to invest in best-in-class pricing algorithms and the latest insights to adjust pricing in as close to real-time as possible.
• Providing fast and reliable shipping via a growing fulfillment network. We are in the process of expanding our fulfillment network to provide cost-effective, quicker and more dependable shipping. Given our expanding customer bases in the southeast and southwest, we are identifying well-positioned fulfillment centers in Florida, Texas and California. Our thorough cost-benefit analysis leads us to believe that establishing facilities in these geographies will limit the number of delivery transfers and touches on orders, thereby reducing shipping expenses and minimizing the likelihood of product damage that spurs customer dissatisfaction.
• Strengthening customer service. We are replicating the Appliances Connection customer care model at Goedeker. This means building a customer care team that is instinctively accommodative and exceptionally well-versed when it comes to our products. Our team is already cutting down on call wait times and improving online response times. We are doing everything in our power to drive lifetime customer loyalty.
• Maintaining a best-in-class technology stack and digital marketing presence. Since joining the Company, I have been working with our teams to ensure that the integrated Appliances Connection and Goedeker fulfillment network has the very best warehouse management and logistics systems. This will allow us to better track our existing inventory and emerging needs, ultimately helping mitigate margin erosion. We are also optimizing the Company’s front-end technology, including our web properties and pay-per-click marketing programs.
• Initiating a rebrand that will result in Appliances Connection and Goedeker operating under one brand. We have retained a top marketing agency to help us establish an inviting, memorable brand that can maintain lifetime customer loyalty. Taking this step will allow us to have one website, one marketing strategy and one set of customer analytics. We expect this rebrand to be a strong tailwind for us once it is finalized in early 2022.
Although we guided significant revenue growth for fiscal year 2021 in our August 12th earnings release, our opportunity is long-term in nature. I firmly believe that executing on the aforementioned initiatives in the coming quarters will give us the opportunity to grow sustainably and profitably for years to come. The Board of Directors (the “Board”) and I are committed to seizing meaningful market share – not being a niche player.
2
I also want to take this opportunity to note that we have been working to strengthen our corporate governance over the past quarter, including by:
• Appointing Ellery W. Roberts, who is a meaningful stockholder, as Executive Chairman. Ellery, who possesses significant capital markets acumen and strategic planning experience, is the ideal partner for our management team. He is actively involved in our capital allocation decisions and efforts to unlock post-transaction business efficiencies. His willingness to assume a larger role as Executive Chairman allows the management team to devote more of its time to accretive, revenue-generating actions.
• Adding Alan P. Shor as a director. Alan, who has significant specialty retail experience, previously drove an impressive turnaround at Zales Corporation. He subsequently co-founded the Retail Connection, which is a specialized banking and advisory firm for retailers. He has been a tremendous asset to the management team since joining the Board this past summer.
• Carrying out an ongoing refresh of the Board. The Board’s Nominating and Governance Committee has been working to identify new directors with experience in ecommerce, home appliances, fulfillment and the capital markets. We are working to appoint individuals with skillsets aligned to our greatest needs and opportunities. The search process is well underway and includes input from our stockholders, and we expect to add new directors in the near-term.
We look forward to receiving continued feedback from stockholders – both large and small – on our strategy and efforts to strengthen the Company’s corporate governance. What we do not welcome, however, is the costly, disruptive and unwarranted activist campaign recently initiated by Kanen Wealth Management (“Kanen”). You may be aware that Kanen has publicly nominated five director candidates and is seeking to obtain control of the Board and, in turn, your Company. It is disappointing that Kanen insists on running this type of potentially destabilizing campaign after claiming to support my appointment as Chief Executive Officer and while the Company is running a publicly-disclosed Board refreshment process that has taken into account stockholder input.
I look forward to engaging with you in the weeks leading up to the Company’s Annual Meeting of Stockholders about our Board, the business and the significant opportunities ahead of us under my leadership.
Thank you for your investment in Goedeker and for your consideration and support.
Sincerely,
Albert Fouerti
Chief Executive Officer and Director
1847 Goedeker Inc.
3
About Goedeker
Goedeker is an industry leading e-commerce destination for appliances, furniture, and home goods. Through its June 2021 acquisition of Appliances Connection, Goedeker created one of the largest pure-play online retailers of household appliances in the United States. With warehouse fulfillment centers in the Northeast and Midwest, as well as showrooms in Brooklyn, New York, and St. Louis, Missouri, Goedeker offers one-stop shopping for national and global brands. We carry many household name-brands, including Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also carry many major luxury appliance brands such as Miele, Thermador, La Cornue, Dacor, Ilve, Jenn-Air and Viking among others. We also sell furniture, fitness equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business clients. Learn more at www.Goedekers.com.
Important Additional Information
The Company, its directors and certain of its executive officers will be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting of Stockholders (the “Annual Meeting”). Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s Form 1 Registration Statement, as amended (collectively, the “S-1”), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 3, 2021, and amended on each of May 13, 2021, May 24, 2021 and May 25, 2021. To the extent holdings of the Company’s securities have changed since the amounts set forth in the Company’s S-1, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5 filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. The Company intends to file a definitive proxy statement and a BLUE proxy card with the SEC in connection with any such solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the Annual Meeting will contain information regarding the direct and indirect interest, by securities holding or otherwise, of the Company’s directors and executive officers in the Company’s securities. If the holdings of the Company’s securities change from the amounts provided in the Company’s definitive proxy statement, then such changes will be set forth in SEC filings on Form 3, 4, and 5. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the Annual Meeting. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge on the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at www.goedekers.com.
Contacts
For Stockholders:
Goedeker Investor Relations
ir@goedekers.com
or
Morrow Sodali
Mike Verrechia, 800-662-5200
m.verrechia@morrowsodali.com
For Media:
MKA
Greg Marose / Charlotte Kiaie, 646-386-0091
GOED@mkacomms.com
hahahahahahaha
all wiped clean now
isn’t GOED fully leveraged on their credit facility? 60-70 MM line?
after the offering….why no pay down or no borrow at all?
at least shareholders got the vaseline yesterday before the shareholders meeting
enjoy!
The past is the past...
Clean slate here, new management, and a ton of cash!
everything I have written is fact
and of course i’m entitled to my GOED opinion
anyone can go back and read all of my statements
let me know which one is not true
no more written order sales vs real nonsense - what type of company does that besides smoke and mirrors? but they don’t do it anymore ……
company shopped deal for years no takers then crushed shareholders with that pennies on the dollar offering with a kicker!!! and to who? and how much did the insiders pocket? on the shareholders back
owners of merged companies have arms length control at worse of the real estate and the % hikes are insane!
…………..
and now ….the storyline of hostile takeovers ……
Sorry, but I wouldn't be here if it is a scam!
I expose scams... it is what I do.
If it was a scam... I'D BE THE ONE POINTING IT OUT... and with facts, not words!
GOED - SCAM
company is and always was garbage
insiders got filthy rich on the shareholders backs
sell on the next pump- which should be by or before the shareholders meeting
NEWBIES BEWARE!!!
GOED storyline here is better than All My Children soap opera plot
Adam’s twin brother was really Adam. Erica Kane was fooled l!!
Don’t let that be you !!!!!!
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1847 Goedeker Inc.1847 Goedeker Inc. is an industry leading e-commerce destination for appliances, furniture, and home goods. Through its June 2021 acquisition of Appliances Connection, Goedekers created the largest pure-play online retailer of household appliances in the US. With warehouse fulfilment centers in the Northeast and Midwest, as well as showrooms in Brooklyn, New York, and St. Louis, Missouri, Goedekers is a respected nationwide omnichannel retailer that offers one-stop shopping for national and global brands. Goedekers and Appliances Connection carry many household name-brands, including Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also carries many major luxury appliance brands such as Miele, Thermador, La Cornue, Dacor, Ilve, Wolf, Jenn-Air, Viking among others and sells furniture, fitness equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business clients. Learn more at www.Goedekers.com. |
We are offering 91,111,111 units, each unit consisting of one share of our common stock, par value $0.0001 per share, and a warrant to purchase one share of common stock, in connection with our simultaneous acquisition of all of the issued and outstanding capital stock or other equity securities of 1 Stop Electronics Center, Inc., Gold Coast Appliances, Inc., Superior Deals Inc., Joe’s Appliances LLC and YF Logistics LLC (commonly known as Appliances Connection) as described in more detail in this prospectus. The warrants included within the units are exercisable immediately, have an exercise price of $2.25 per share and expire five years from the date of issuance. The shares of common stock and warrants contained in the units are immediately separable and will be issued separately.
Our common stock is listed and traded on NYSE American under the symbol “GOED.” On May 27, 2021, the last reported sale price for our common stock was $6.07 per share. The warrants have been approved for trading on NYSE American under the symbol “GOED WS” and will commence trading on May 28, 2021. In connection with this offering, we have applied for the listing of our common stock and warrants on the New York Stock Exchange, or the NYSE, however, we do not currently meet the minimum share price requirements of the NYSE and will not be able to list our common stock and warrants on the NYSE unless we meet such minimum share price and other listing requirements of the NYSE.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 25 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Unit | Total | |||||
Public offering price | $ | 2.2500 | $ | 205,000,000 | ||
Underwriting discounts and commissions(1) | $ | 0.1575 | $ | 14,350,000 | ||
Proceeds, before expenses, to us | $ | 2.0925 | $ | 190,650,000 |
____________
(1) See “Underwriting” beginning on page 124 for additional information regarding underwriting compensation.
We have granted a 30-day option to the underwriters to purchase up to 2,000,000 additional shares of common stock and/or warrants to purchase up to 2,000,000 additional shares of common stock, in any combination thereof, solely to cover over-allotments, if any.
Certain of our existing stockholders and certain of our officers, directors, employees and related persons, have indicated an interest in purchasing an aggregate of approximately 2,779,600 units in this offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no units in this offering to these persons, and any of these persons may determine to purchase more, fewer or no units in this offering. The underwriters will receive the same underwriting discount on any units purchased by these persons as they will on any other units sold to the public in this offering.
The units will be ready for delivery on or about June 2, 2021.
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