Item 1.01 Entry into a Material Definitive Agreement.
On August 15, 2014, usell.com Inc. (the "Company") raised $4,650,000 from the
sale of 1,550,000 units in a registered direct offering to five institutional
and accredited investors, including two existing large shareholders. Each unit
consists of one share of common stock and one five-year warrant to purchase
one-half a share of the Company's common stock. The purchase price paid by the
investors was $3.00 per unit. The warrants have an exercise price of $3.20 per
Pursuant to a Placement Agent Agreement dated August 11, 2014 by and between the
Company and Dawson James Securities, Inc. ("Dawson") (the "Placement Agent
Agreement"), Dawson agreed to act as the Company's placement agent in connection
with the offering. Pursuant to the Placement Agent Agreement, the Company agreed
to pay Dawson a cash fee equal to 8% of the gross proceeds of the offering, as
well as a non-accountable expense allowance equal to 2% of the gross proceeds of
the offering. In addition, the Company issued to Dawson a five-year option to
purchase up to an aggregate of 6% of the aggregate number of units sold in the
offering (the "Unit Purchase Option"), exercisable at $3.75 per unit.
The net proceeds to the Company from the offering, after deducting placement
agent fees and estimated offering expenses, are approximately $3,775,000. At the
closing, the Company issued 1,550,000 shares of common stock, warrants to
purchase 775,000 shares of common stock, and the Unit Purchase Option to
purchase 93,000 units.
The units, shares and the warrants were issued, and shares of common stock
issuable upon exercise of the warrants were issued, pursuant to the Prospectus
dated August 11, 2014 which was filed with the Securities and Exchange
Commission on August 13, 2014.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit
4.1 Form of Warrant Certificate
10.1 Placement Agency Agreement*
* In accordance with Commission staff policy, certain schedules have been
omitted but will be furnished supplementally to the Commission upon request.