Worksport Ltd. MAXIMUM: 3,100,000 UNITS, EACH COMPRISING ONE SHARE OF 8% SERIES C CONVERTIBLE PREFERRED STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK SELLING AGENCY AGREEMENTSelling Agency Agreement • May 20th, 2025 • Worksport LTD • Motor vehicle parts & accessories • New York
Worksport Ltd., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 3,100,000 units, each unit consisting of one (1) share of 8% Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), and one (1) warrant (each a “Warrant,” and collectively the “Warrants”) to purchase one (1) share of common stock at a purchase price of $4.50 per share, to investors (each an “Investor” and collectively, the “Investors”), at a purchase price of $3.25 per Unit (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The units to be sold in this offering are referred to herein as the “Units.” The Units are more fully described in the Offering Statement (as hereinafte
Newsmax Inc. Maximum: 7,500,000 Shares of Class B Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
Newsmax Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 7,500,000 shares of Class B Common Stock, $0.001 par value per share, of the Company (“Class B Common Stock”) to investors (collectively, the “Investors”), at a purchase price of $10.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Class B Common Stock to be sold in the Offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
HeartSciences Inc. MAXIMUM: 4,284,714 UNITS, EACH COMPRISING 1 SHARE OF SERIES D PREFERRED STOCK AND 1 WARRANT TO PURCHASE 1 SHARE OF COMMON STOCK SELLING AGENCY AGREEMENTSelling Agency Agreement • March 3rd, 2025 • HeartSciences Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
HeartSciences Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 4,287,714 units, each unit consisting of one (1) share of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and one (1) warrant (each a “Warrant,” and collectively the “Warrants”) to purchase one (1) share of Common Stock at a purchase price of $5.00 per share, to investors (each an “Investor” and collectively, the “Investors”), at a purchase price of $3.50 per Unit (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The units to be sold in this offering are referred to herein as the “Units.” The Units are more fully described in the Offering Statement (as hereina
Newsmax Inc. Maximum: 7,500,000 Shares of Class B Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
Newsmax Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 7,500,000 shares of Class B Common Stock, $0.001 par value per share, of the Company (“Class B Common Stock”) to investors (collectively, the “Investors”), at a purchase price of $10.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Class B Common Stock to be sold in the Offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
Newsmax Inc. Maximum: 15,000,000 Shares of Class B Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 7th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
Newsmax Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 15,000,000 shares of Class B Common Stock, $0.001 par value per share, of the Company (“Class B Common Stock”) to investors (collectively, the “Investors”), at a purchase price of $5.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Class B Common Stock to be sold in the Offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
Energous Corporation MAXIMUM: 5,000,000 UNITS, EACH COMPRISING 1 SHARE OF SERIES A PREFERRED STOCK AND 3 WARRANTS, EACH TO PURCHASE 1 SHARE OF COMMON STOCK SELLING AGENCY AGREEMENTSelling Agency Agreement • November 20th, 2024 • Energous Corp • Radio & tv broadcasting & communications equipment • New York
Energous Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 5,000,000 units, each unit consisting of one (1) share of Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), and 3 warrants (each a “Warrant,” and collectively the “Warrants”), of which two such Warrants shall each be exercisable to purchase one (1) share of common stock, $0.00001 par value per share (the “Common Stock”), of the Company at a purchase price of $1.50 per share, and one such Warrant shall be exercisable to purchase one (1) share of Common Stock at a purchase price of $2.00 per share, to investors (collectively, the “Investors”), at a purchase price of $1.50 per Unit (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering LLC (the “Selling Agent
Starfighters Space, Inc. Maximum: 9,749,303 Shares of Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • September 11th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • New York
Starfighters Space, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 9,749,303 shares of common stock, $0.00001 par value per share (the "Common Stock"), of the Company to investors (collectively, the "Investors"), at a purchase price of $3.59 per Share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
Starfighters Space, Inc. Maximum: 9,749,303 Shares of Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • August 16th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • New York
Starfighters Space, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 9,749,303 shares of common stock, $0.00001 par value per share (the "Common Stock"), of the Company to investors (collectively, the "Investors"), at a purchase price of $3.59 per Share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
Sky Quarry Inc. Maximum: 3,333,333 Shares of Common Stock $0.0001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • May 24th, 2024 • Sky Quarry Inc. • Hazardous waste management • New York
Sky Quarry Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 3,333,333 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”), at a purchase price of $6.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
American Rebel Holdings, Inc. Maximum: 2,666,666 Shares of Series C Redeemable Convertible Preferred Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
American Rebel Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 2,666,666 shares of Series C Convertible Cumulative Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), of the Company to investors (collectively, the “Investors”), at a purchase price of $7.50 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Series C Preferred Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
IntelGenx Technologies Corp. Maximum: 2,000,000 Shares of Series A Convertible Cumulative Preferred Stock $0.00001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 20th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
IntelGenx Technologies Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 2,000,000 shares of series A convertible cumulative preferred stock, $0.00001 par value per share (the "Preferred Stock") of the Company to investors (collectively, the "Investors"), at a purchase price of $10.00 per share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Preferred Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
IntelGenx Technologies Corp. Maximum: 2,000,000 Shares of Series A Convertible Cumulative Preferred Stock $0.00001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
IntelGenx Technologies Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 2,000,000 shares of series A convertible cumulative preferred stock, $0.00001 par value per share (the "Preferred Stock") of the Company to investors (collectively, the "Investors"), at a purchase price of $10.00 per share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Preferred Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
Autonomix Medical, Inc. Maximum: 4,000,000 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • New York
Autonomix Medical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 4,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”), at a purchase price of $5.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
Monogram Orthopaedics Inc. Maximum: 4,137,931 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 23rd, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 4,137,931 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”) in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
Monogram Orthopaedics Inc. Maximum: 4,137,931 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • January 20th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 4,137,931 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”) in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
EX1A-1 UNDR AGMT 3 f1a2017a2ex1-1_ipic.htm FORM OF SELLING AGENCY AGREEMENT iPic Entertainment Inc. Maximum: 2,165,000 Shares of Common Stock $0.0001 par value per share FORM OF SELLING AGENCY AGREEMENT Tripoint Global Equities, LLCSelling Agency Agreement • May 5th, 2020 • New York
MUSCLE MAKER, INC Maximum: 3,076,920 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 26th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
Muscle Maker, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,076,920 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $3.25 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as managing selling agent (the “Managing Agent”) and Cambria Capital, LLC (the “Lead Agent” and, together with the Managing Agent, , the “Selling Agents” or, individually, a “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
MUSCLE MAKER, INC Maximum: 3,076,920 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 14th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
Muscle Maker, Inc, a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,076,920 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $3.25 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as managing selling agent (the “Managing Agent”) and Cambria Capital, LLC (the “Lead Agent” and, together with the Managing Agent, , the “Selling Agents” or, individually, a “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
iPic Entertainment Inc. Maximum: 2,165,000 Shares of Common Stock $0.0001 par value per share FORM OF SELLING AGENCY AGREEMENTSelling Agency Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • New York
MUSCLE MAKER, INC Maximum: 4,200,000 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • November 16th, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
Muscle Maker, Inc, a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 4,200,000 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $4.75 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as Selling Agent (collectively, the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
MUSCLE MAKER, INC Maximum: 3,333,333 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
Muscle Maker, Inc, a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,3333,333 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $6.00 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as Selling Agent (collectively, the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
MYOMO, INC. Maximum: 2,000,000 Shares of Common Stock $0.0001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 28th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MYOMO, INC. Maximum: [ ● ] Shares of Common Stock $0.0001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York