Mga Batayang Estadistika
| CIK | 1548187 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Soliton Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38815 Soliton, Inc. (Exact name of registrant as specified in its chart |
|
| December 20, 2021 |
SOLY / Soliton Inc / Remeditex Ventures LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* SOLITON, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 834251 100 (CUSIP Number) Remeditex Ventures LLC Attention: Brett Ringle 3744 Aviemore Drive Fort Worth, Texas 76109 (817) 271-0976 (Name, Address an |
|
| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 As filed with the Securities and Exchange Commission on December 16, 2021 Registration Statement No. |
|
| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 As filed with the Securities and Exchange Commission on December 16, 2021 Registration No. |
|
| December 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 SOLITON, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-38815 36-4729076 (State or Other Jurisdiction of Incorporation or Organization) (Co |
|
| December 16, 2021 |
Amended and Restated Certificate of Incorporation of the Company. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLITON, INC. ARTICLE ONE The name of the corporation is Soliton, Inc. (hereinafter called the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the state of Delaware is 3411 Silverside Road Tatnall Building, #104, City of Wilmington, New Castle County, Delaware 19810. The name of its registered agent |
|
| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 As filed with the Securities and Exchange Commission on December 16, 2021 Registration Statement No. |
|
| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 As filed with the Securities and Exchange Commission on December 16, 2021 Registration Statement No. |
|
| December 16, 2021 |
Amended and Restated Bylaws of the Company. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF SOLITON, INC. ARTICLE I-OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Delaware a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the s |
|
| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 As filed with the Securities and Exchange Commission on December 16, 2021 Registration No. |
|
| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 As filed with the Securities and Exchange Commission on December 16, 2021 Registration No. |
|
| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2021 (December 13, 2021) Soliton, Inc. |
|
| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
|
| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Com |
|
| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
|
| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| July 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| July 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) 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 |
|
| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commiss |
|
| June 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 |
|
| June 4, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 |
|
| May 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commiss |
|
| May 13, 2021 |
Soliton Reports First Quarter 2021 Results Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports First Quarter 2021 Results May 12, 2021 ? Houston, TX ? Soliton, Inc., (Nasdaq: SOLY) (?Soliton? or the ?Company?), a medical device company with a novel and proprietary platform technology, today reported financial results for the first quarter ended March 31, 2021. Recent Company Highlights: ?Received FDA 510(k) clearance for sh |
|
| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
|
| May 10, 2021 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT (?Amendment?) is entered into on May 8, 2021 and serves to amend the Employment Agreement entered into by and between Soliton, Inc., a Delaware company (?Company?), and Brad Hauser (?Executive? and, together with the Company, the ?Parties?), on October 30, 2020 (the ?Agreement?). All capitalized terms not defined herein shall have the m |
|
| May 10, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among ABBVIE INC., SCOUT MERGER SUB, INC. and SOLITON, INC. Dated as of May 8, 2021 TABLE OF CONTENTS Page ARTICLE I The Transactions SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Certificate of Incorporation of the Surviving Corporation 2 SECTION 1.06. Directors |
|
| May 10, 2021 |
Joint Press Release issued by Soliton, Inc. and AbbVie Inc. on May 10, 2021 Exhibit 99.3 Allergan Aesthetics to Acquire Soliton, Expanding Body Contouring Portfolio ? Acquisition adds Rapid Acoustic Pulse technology platform for improvement in appearance of cellulite in the buttocks and thighs ? IRVINE, Calif. and HOUSTON, May 10, 2021 ? Allergan Aesthetics, an AbbVie company (NYSE: ABBV) and Soliton (NASDAQ: SOLY) today announced a definitive agreement under which Allerg |
|
| May 10, 2021 |
Second Amended and Restated Bylaws of Soliton, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF SOLITON, INC. ARTICLE I-OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Delaware a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the s |
|
| May 10, 2021 |
Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (?Agreement?) is entered into on May 8, 2021 by and between Soliton, Inc., a Delaware corporation (?Company?), and Brad Hauser (?Executive? and together with the Company, the ?Parties?). WHEREAS, on the date hereof, AbbVie Inc., a Delaware corporation (?Parent?), the Company, and Scout M |
|
| May 10, 2021 |
Form of Officer Support Agreement Exhibit 99.2 FORM OF OFFICER SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of May , 2021, is by and among AbbVie Inc., a Delaware corporation (?Parent?), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Merger Sub?), and [?] (the ?Stockholder?). WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner (as def |
|
| May 10, 2021 |
EX-99.1 Exhibit 99.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 8, 2021, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Remeditex Ventures, LLC (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the record and beneficial |
|
| May 10, 2021 |
Exhibit 99.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of May 8, 2021, is by and among AbbVie Inc., a Delaware corporation (?Parent?), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Merger Sub?), and Remeditex Ventures, LLC (the ?Stockholder?). WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner (a |
|
| May 10, 2021 |
Exhibit 99.3 Allergan Aesthetics to Acquire Soliton, Expanding Body Contouring Portfolio ? Acquisition adds Rapid Acoustic Pulse technology platform for improvement in appearance of cellulite in the buttocks and thighs ? IRVINE, Calif. and HOUSTON, May 10, 2021 ? Allergan Aesthetics, an AbbVie company (NYSE: ABBV) and Soliton (NASDAQ: SOLY) today announced a definitive agreement under which Allerg |
|
| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2021 (May 8, 2021) Soliton, Inc. |
|
| May 10, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among ABBVIE INC., SCOUT MERGER SUB, INC. and SOLITON, INC. Dated as of May 8, 2021 TABLE OF CONTENTS Page ARTICLE I The Transactions SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Certificate of Incorporation of the Surviving Corporation 2 SECTION 1.06. Directors |
|
| May 10, 2021 |
Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (?Agreement?) is entered into on May 8, 2021 by and between Soliton, Inc., a Delaware corporation (?Company?), and Brad Hauser (?Executive? and together with the Company, the ?Parties?). WHEREAS, on the date hereof, AbbVie Inc., a Delaware corporation (?Parent?), the Company, and Scout M |
|
| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2021 (May 8, 2021) Soliton, Inc. |
|
| May 10, 2021 |
Second Amended and Restated Bylaws of Soliton, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF SOLITON, INC. ARTICLE I-OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Delaware a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the s |
|
| May 10, 2021 |
Soliton, Inc. Employee Severance Plan, effective as of May 8, 2021 Exhibit 10.3 SOLITON, INC. EXECUTIVE SEVERANCE PLAN, AMENDED AND RESTATED AS THE SOLITON, INC. EMPLOYEE SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Section 1. Purpose of the Plan The Soliton, Inc. Executive Severance Plan, amended and restated as the Soliton, Inc. Employee Severance Plan (the ?Plan?) has been established by Soliton, Inc. (the ?Company?), effective as of May 8, 2021, for the purpos |
|
| May 10, 2021 |
Exhibit 4.1 AMENDMENT TO COMMON STOCK PURCHASE WARRANT This AMENDMENT (this ?Amendment?) to that certain Common Stock Purchase Warrant (the ?Warrant?), issued [?], 20[?], issued by Soliton, Inc., a Delaware corporation (the ?Company?), to [?] (the ?Holder?), is made as of [?], 2021, by and between the Company and the Holder. Defined terms used herein but not defined herein shall have the meanings |
|
| May 10, 2021 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT (?Amendment?) is entered into on May 8, 2021 and serves to amend the Employment Agreement entered into by and between Soliton, Inc., a Delaware company (?Company?), and Brad Hauser (?Executive? and, together with the Company, the ?Parties?), on October 30, 2020 (the ?Agreement?). All capitalized terms not defined herein shall have the m |
|
| May 10, 2021 |
Soliton, Inc. Employee Severance Plan, effective as of May 8, 2021 Exhibit 10.3 SOLITON, INC. EXECUTIVE SEVERANCE PLAN, AMENDED AND RESTATED AS THE SOLITON, INC. EMPLOYEE SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Section 1. Purpose of the Plan The Soliton, Inc. Executive Severance Plan, amended and restated as the Soliton, Inc. Employee Severance Plan (the ?Plan?) has been established by Soliton, Inc. (the ?Company?), effective as of May 8, 2021, for the purpos |
|
| May 10, 2021 |
FORM OF OFFICER SUPPORT AGREEMENT Exhibit 99.2 FORM OF OFFICER SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of May , 2021, is by and among AbbVie Inc., a Delaware corporation (?Parent?), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Merger Sub?), and [?] (the ?Stockholder?). WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner (as def |
|
| May 10, 2021 |
Form of Amendment to Common Stock Purchase Warrant Exhibit 4.1 AMENDMENT TO COMMON STOCK PURCHASE WARRANT This AMENDMENT (this ?Amendment?) to that certain Common Stock Purchase Warrant (the ?Warrant?), issued [?], 20[?], issued by Soliton, Inc., a Delaware corporation (the ?Company?), to [?] (the ?Holder?), is made as of [?], 2021, by and between the Company and the Holder. Defined terms used herein but not defined herein shall have the meanings |
|
| April 20, 2021 |
As filed with the Securities and Exchange Commission on April , 2021 Registration No. |
|
| April 16, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| March 26, 2021 |
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 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 State |
|
| March 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| March 15, 2021 |
solyinvdeck32021conferen !"#$%&'(#&)*$+,($"&*-.$/0$102$3452647829$:42;082$<96=455401. Rapid Acoustic Pulse Technology (Nasdaq: SOLY) EXHIBIT 99.1 ! Forward-Looking Statements All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future |
|
| March 4, 2021 |
Soliton, Inc. Executive Severance Plan and Summary Description effective March 1, 2021 EXHIBIT 10.16 SOLITON, INC. EXECUTIVE SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION SOLITON, INC. EXECUTIVE SEVERANCE PLAN Section 1 Purpose of the Plan The Soliton, Inc. Executive Severance Plan (the ?Plan?) has been established by Soliton, Inc. (the ?Company?), effective as of March 1, 2021, for the purpose of providing severance benefits to eligible executives of the Company upon certain terminat |
|
| March 4, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38815 SOLITON, I |
|
| March 4, 2021 |
EXHIBIT 10.15 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT (?Amendment?) is entered into effective as of March 1, 2021 and serves to amend the Amended and Restated Employment Agreement entered into by and between Soliton, Inc., a Delaware corporation (?Company?), and Joe Tanner (?Executive?), on February 25, 2019 (the ?Agreement?). All capitalized terms not defined herein |
|
| March 4, 2021 |
Description of Securities of Soliton, Inc. Exhibit 4.5 DESCRIPTION OF THE COMPANY?S SECURITIES The following summary is a description of the material terms of our capital stock and is not complete. This summary is not complete, and is qualified by reference to our amended and restated certificate of incorporation and our bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We enco |
|
| March 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| March 4, 2021 |
EXHIBIT 10.14 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT (?Amendment?) is entered into effective as of March 1, 2021 and serves to amend the Amended and Restated Employment Agreement entered into by and between Soliton, Inc., a Delaware corporation (?Company?), and Lori Bisson (?Executive?), on February 25, 2019 (the ?Agreement?). All capitalized terms not defined herein |
|
| March 4, 2021 |
Soliton Reports Fourth Quarter and Full Year 2020 Results Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports Fourth Quarter and Full Year 2020 Results March 4, 2021 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today reported financial results for the fourth quarter and full year ended December 31, 2020. Recent Company Highlights: •Re |
|
| February 1, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Com |
|
| February 1, 2021 |
Soliton Announces FDA Clearance of Rapid Acoustic Pulse Technology for Use in Cellulite Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Announces FDA Clearance of Rapid Acoustic Pulse Technology for Use in Cellulite February 01, 2021 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary aesthetic platform technology, today announced that the U.S. Food and Drug Administration (“FDA”) has cleared it |
|
| November 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Co |
|
| November 12, 2020 |
Soliton Reports Third Quarter 2020 Results Conference Call Today at 8:30am ET Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports Third Quarter 2020 Results Conference Call Today at 8:30am ET November 12, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today reported financial results for the third quarter ended September 30, 2020. Third Q |
|
| November 12, 2020 |
2018 Stock Plan of Soliton, Inc., as amended, and forms of award agreements thereunder. Exhibit 10.2 FIRST AMENDMENT TO THE SOLITON, INC. 2018 STOCK PLAN (AMENDED AND RESTATED) WHEREAS, Soliton, Inc., a Delaware corporation (the “Company”), maintains the Soliton, Inc. 2018 Stock Plan (Amended and Restated) (the “Plan”); and WHEREAS, the Board of Directors of the Company has reserved the authority to amend the Plan and now deems it appropriate to do so. NOW THEREFORE, the Plan is here |
|
| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
|
| November 12, 2020 |
exhibit101-asidistributi Exhibit 10.1 DISTRIBUTION AND SALES AGREEMENT This Distribution and Sales Agreement (this “Agreement”) dated September ,9 2020 (the “Effective Date”) is made by and between Soliton, Inc., a Delaware corporation (“Company”), having its principal place of business at 5304 Ashbrook Dr., Houston, Texas 77081, and Aesthetic Solutions, Inc. (“Agent”), an Indiana corporation, wit |
|
| November 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Com |
|
| November 2, 2020 |
Employment Agreement between Soliton, Inc. and Brad Hauser dated October 30, 2020. Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 30, 2020 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Brad Hauser (“Executive”), and the Company and the Executive collectively referred to herein as the “ |
|
| November 2, 2020 |
Exhibit 10.2 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT (“Amendment”) is entered into effective as of October 30, 2020 and serves to amend the Amended and Restated Employment Agreement entered into by and between Soliton, Inc., a Delaware corporation (“Company”), and Christopher Capelli (“Executive” or “Capelli”), on February 25, 2019 (the “Agreement”). All capitalized t |
|
| October 26, 2020 |
kaminermichaelk-powerofa |
|
| October 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Com |
|
| October 9, 2020 |
As filed with the Securities and Exchange Commission on October 9, 2020 Registration No. |
|
| August 11, 2020 |
Soliton Reports Second Quarter 2020 Results Conference Call Today at 8:30am ET Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports Second Quarter 2020 Results Conference Call Today at 8:30am ET August 11, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today reported financial results for the second quarter ended June 30, 2020. Recent Company Highlights |
|
| August 11, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Comm |
|
| August 11, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
|
| July 2, 2020 |
SOLY / Soliton, Inc. / Remeditex Ventures LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Soliton Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 834251 100 (CUSIP Number) Brett Ringle Remeditex Ventures LLC 2727 N. Harwood St. Suite 200 Dallas, Texas 75201 214-506-2663 (Name, Address and Telephon |
|
| July 2, 2020 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $. |
|
| July 1, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commiss |
|
| July 1, 2020 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Files 510(k) with FDA for RAP Device for the Reduction of Cellulite - 510(k) Application for Premarket Clearance to include Recently Announced Pivotal Cellulite Trial Results July 1, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary aesthetic |
|
| June 29, 2020 |
Soliton Announces Proposed Public Offering of Common Stock Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Announces Proposed Public Offering of Common Stock June 25, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today announced that it intends to offer shares of its common stock in an underwritten public offering. In addi |
|
| June 29, 2020 |
Soliton Announces Pricing of Public Offering Exhibit 99.2 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Announces Pricing of Public Offering June 26, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today announced the pricing of its underwritten public offering of 4,216,868 shares of common stock at a public offering pric |
|
| June 29, 2020 |
Exhibit 1.1 SOLITON, INC. 4,216,868 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement June 26, 2020 Cantor Fitzgerald & Co. As Representative of the several Underwriters listed in Schedule A hereto c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the sev |
|
| June 29, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| June 26, 2020 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-236963 Prospectus Supplement (to Prospectus dated March 19, 2020) 4,216,868 Shares We are offering 4,216,868 shares of our common stock in this offering. Our common stock is listed on The Nasdaq Stock Market, or Nasdaq, under the symbol “SOLY.” On June 25, 2020, the last reported sale price of our common stock on Nasdaq was $11.85 per share. We |
|
| June 25, 2020 |
SUBJECT TO COMPLETION, DATED JUNE 25, 2020 Filed Pursuant to Rule 424(b)(5) Registration No. 333-236963 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities a |
|
| June 22, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| June 15, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| June 15, 2020 |
exhibit991-condensedcorr Improvement in the Appearance of Cellulite Resulting from a Single Treatment with Acoustic Subcision: Findings from a Multi-Center Pivotal Trial Elizabeth L. |
|
| June 15, 2020 |
Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports Positive Pivotal Cellulite Clinical Trial Results –Average Reduction of 32.5% in Cellulite Severity Score from Single Treatment - June 15, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today announced that new positive dat |
|
| May 20, 2020 |
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 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 State |
|
| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commiss |
|
| May 14, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
|
| May 14, 2020 |
solyinvdeck572020 Rapid Acoustic Pulse Technology (Nasdaq: SOLY) FOR INTERNAL USE ONLY. |
|
| May 14, 2020 |
Soliton Reports First Quarter 2020 Results Conference Call Today at 8:30am ET Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports First Quarter 2020 Results Conference Call Today at 8:30am ET May 14, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today reported financial results for the first quarter ended March 31, 2020. Recent Company Highlights: •A |
|
| April 1, 2020 |
Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Announces New Launch Plan of Next Generation Acoustic Shockwave Product Due to COVID-19 - Expects to Include Tattoo and Cellulite in Launch, Subject to FDA Clearance - April 1, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today p |
|
| April 1, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| March 17, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| March 17, 2020 |
SOLY / Soliton, Inc. CORRESP - - March 17, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Soliton, Inc. Registration Statement on Form S-3 Registration No. 333-236963 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Soliton, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date for the R |
|
| March 17, 2020 |
exhibit991solyrothopcopr Rapid Acoustic Pulse Technology (Nasdaq: SOLY) FOR INTERNAL USE ONLY. |
|
| March 11, 2020 |
Manufacturing Service Agreement between Soliton, Inc. and Sanmina dated March 6, 2020. Exhibit 10.1 MANUFACTURING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is effective as of March 6, 2020 (the “Effective Date”), by and between SOLITON, INC. a Delaware corporation having a principal place of business at 5304 Ashbrook Drive, Houston, TX 77081, on behalf of itself and its affiliates or subsidiaries (collectively “CUSTOMER”) and SANMINA CORPORATION, a Delaware corporation hav |
|
| March 11, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| March 6, 2020 |
SOLY / Soliton, Inc. S-3 - - S-3 As filed with the Securities and Exchange Commission on [xx], 2020 Registration No. |
|
| March 6, 2020 |
Form of Unsubordinated Indenture Exhibit 4.2 SOLITON, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS 7 SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 8 SECTION 1.4 ACTS OF HOLDERS; RECORD DATES 8 SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COM |
|
| March 6, 2020 |
Form of Subordinated Indenture Exhibit 4.3 SOLITON, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS 8 SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 9 SECTION 1.4 ACTS OF HOLDERS; RECORD DATES 9 SECTION 1.5 NOTICES, ETC., TO TRUSTEE A |
|
| March 3, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| March 3, 2020 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton to Present Pivotal Cellulite Clinical Trial Results at AAD on March 21, 2020 AAD 2020 Annual Meeting held March 20-24, 2020 in Denver, Colorado March 3, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology licensed from The U |
|
| March 2, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| March 2, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38815 SOLITON, I |
|
| March 2, 2020 |
Soliton Reports Fourth Quarter and Full Year 2019 Results Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Reports Fourth Quarter and Full Year 2019 Results March 2, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology licensed from The University of Texas on behalf of the MD Anderson Cancer Center (“MD Anderson”), today reported |
|
| February 11, 2020 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Files Special 510(k) with FDA for its Generation II RAP Device - Key step towards limited launch mid-2020 - February 11, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology licensed from The University of Texas on behalf of |
|
| February 11, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Co |
|
| January 27, 2020 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton Announces Positive Data from Extended Keloid and Hypertrophic Scar Trials 12-Week clinical data demonstrates ongoing improvement from single initial treatment; could address market where multiple standard-of-care treatments can see recurrence rates as high as 50% January 27, 2020 – Houston, TX – Soliton, Inc., (Nasdaq: SOLY) |
|
| January 27, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2020 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Com |
|
| November 22, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Co |
|
| November 22, 2019 |
Exhibit 10.1 COOPERATIVE DEVELOPMENT ADDENDUM TO ENGINEERING AND DEVELOPMENT SERVICES MASTER AGREEMENT THIS COOPERATIVE DEVELOPMENT ADDENDUM (this “Addendum”) is entered into as of November 20, 2019 and made effective as of July 1, 2019 (“Effective Date”), by and between SOLITON, INC., a Delaware company, having its principal office at 5304 Ashbrook Drive, Houston, TX 77081 (“Soliton”), and EMPHYS |
|
| November 22, 2019 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-234597 1,019,025 Shares Common Stock This prospectus relates to the resale, from time to time, of up to 1,019,025 shares of our common stock by the selling stockholders, including 533,775 shares of our common stock that are issuable upon the exercise of outstanding warrants to purchase our common stock held by the selling stockholders. The sell |
|
| November 20, 2019 |
SOLY / Soliton, Inc. CORRESP - - November 20, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Soliton, Inc. Registration Statement on Form S-1 Registration No. 333-234597 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Soliton, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date for th |
|
| November 8, 2019 |
SOLY / Soliton, Inc. S-1 - Registration Statement - S-1 As filed with the Securities and Exchange Commission on November 8, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLITON, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3,841 36-4729076 (State or Other Jurisdiction of Incorporation or Organization) (Primary |
|
| November 7, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
|
| October 16, 2019 |
CUSIP No. 834251 100 13D Page 7 of 7 Pages Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $.001 per share, of Soliton, Inc. and further agree that all subsequent a |
|
| October 16, 2019 |
SOLY / Soliton, Inc. / Remeditex Ventures LLC - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Soliton Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 834251 100 (CUSIP Number) Brett Ringle Remeditex Ventures LLC 2727 N. Harwood St. Suite 200 Dallas, Texas 75201 214-506-2663 (Name, Address and Telephon |
|
| October 15, 2019 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 10, 2019, between Soliton, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreem |
|
| October 15, 2019 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2019, between Soliton, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
|
| October 15, 2019 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
| October 15, 2019 |
Exhibit 1.1 CO-PLACEMENT AGENCY AGREEMENT October 10, 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Boustead Securities, LLC 6 Venture, Suite 265 Irvine, CA 92618 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Soliton, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregat |
|
| October 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Com |
|
| September 19, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (C |
|
| September 19, 2019 |
Soliton, Inc. Corporate Slide Presentation September 2019. Exhibit 99.1 |
|
| September 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Co |
|
| September 9, 2019 |
Soliton, Inc. Shareholder Newsletter Exhibit 99.1 |
|
| August 26, 2019 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-232483 1,147,500 Shares Common Stock This prospectus relates to the resale, from time to time, of up to 1,147,500 shares of our common stock by the selling stockholders, including 472,500 shares of our common stock that are issuable upon the exercise of outstanding warrants to purchase our common stock held by the selling stockholders. The sell |
|
| August 22, 2019 |
SOLY / Soliton, Inc. CORRESP - - August 22, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Soliton, Inc. Registration Statement on Form S-1 Registration No. 333-232483 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Soliton, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date for the |
|
| August 9, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
|
| August 6, 2019 |
SOLY / Soliton, Inc. S-1/A - - FORM S-1/A As filed with the Securities and Exchange Commission on August 6, 2019. Registration No. 333-232483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLITON, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3841 36-4729076 (State or Other Jurisdiction of Incorporation or O |
|
| August 2, 2019 |
SOLY / Soliton, Inc. CORRESP - - August 2, 2019 By EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N. |
|
| August 1, 2019 |
SOLY / Soliton, Inc. CORRESP - - 100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] August 1, 2019 By EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: Soliton, Inc. Registration Statement on |
|
| July 30, 2019 |
SOLY / Soliton, Inc. CORRESP - - 100 N. 18th Street Suite 300 Philadelphia, PA 19103 Cavas S. Pavri 202.724.6847 [email protected] t 202.778.6400 f 202.778.6460 www.schiffhardin.com July 30, 2019 By EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: Soliton, Inc. Registration Statement on F |
|
| July 15, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| July 15, 2019 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 CONTACT: Joe Dorame, Joe Diaz & Robert Blum Lytham Partners, LLC 602-889-9700 [email protected] Soliton Announces Positive 26-week Cellulite Clinical Trial Results Demonstrate Long-Term Improvement 6-Month Data from Proof of Concept Clinical Trial Show Average Cellulite Severity Scores Continued to Improve After Single 20-Minut |
|
| July 12, 2019 |
2018 Stock Plan of Soliton, Inc., as amended, and forms of award agreements thereunder Exhibit 99.1 SOLITON, INC. 2018 STOCK PLAN (Adopted as of June 7, 2018) Section 1. Establishment and Purpose. 1.1 The Board of Directors of Soliton, Inc. (the “Company”) hereby establishes the Soliton, Inc. 2018 Stock Plan (the “Plan”) effective as of June 7, 2018, subject to approval by the Company’s stockholders within one year of the date hereof. 1.2 The purpose of the Plan is to attract and re |
|
| July 12, 2019 |
SOLY / Soliton, Inc. S-8 - - FORM S-8 As filed with the Securities and Exchange Commission on July , 2019 Registration No. |
|
| July 1, 2019 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| July 1, 2019 |
As filed with the Securities and Exchange Commission on July 1, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLITON, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3841 36-4729076 (State or Other Jurisdiction of Incorporation or Organization) (Primary Stand |
|
| June 25, 2019 |
CUSIP No. 834251 100 13D Page 7 of 7 Pages Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $.001 per share, of Soliton, Inc. and further agree that all subsequent a |
|
| June 25, 2019 |
SOLY / Soliton, Inc. / Remeditex Ventures LLC - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Soliton Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 834251 100 (CUSIP Number) Brett Ringle Remeditex Ventures LLC 2727 N. Harwood St. Suite 200 Dallas, Texas 75201 214-506-2663 (Name, Address and Telephon |
|
| June 18, 2019 |
Exhibit 1.1 CO-PLACEMENT AGENCY AGREEMENT June 16, 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Boustead Securities, LLC 6 Venture, Suite 265 Irvine, CA 92618 Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, NY 10174 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Soliton, Inc., a Delaware corp |
|
| June 18, 2019 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 CONTACT: Joe Dorame, Joe Diaz & Robert Blum Lytham Partners, LLC 602-889-9700 [email protected] Soliton Announces $9.45 Million Private Placement Financing Led by Remeditex Ventures, the Company’s Largest Shareholder HOUSTON, June 17, 2019 - Soliton, Inc. (NASDAQ: SOLY), a medical device company with a novel and proprietary pla |
|
| June 18, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| June 18, 2019 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2019, between Soliton, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement |
|
| June 18, 2019 |
Exhibit 4.1 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
|
| June 18, 2019 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2019, between Soliton, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
|
| June 14, 2019 |
SOLY / Soliton, Inc. DEFR14A - - FORM DEFR14A 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 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 State |
|
| June 7, 2019 |
SOLY / Soliton, Inc. DEF 14A - - FORM DEF 14A 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 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 State |
|
| June 4, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commiss |
|
| June 4, 2019 |
Soliton, Inc. Corporate Slide Presentation June 2019. Exhibit 99.1 |
|
| May 30, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commiss |
|
| May 30, 2019 |
Soliton Receives FDA 510(k) Clearance of its Acoustic Shockwave RAP Device Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 CONTACT: Joe Dorame, Joe Diaz & Robert Blum Lytham Partners, LLC 602-889-9700 [email protected] Soliton Receives FDA 510(k) Clearance of its Acoustic Shockwave RAP Device May 28, 2019 – Houston, TX - Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform techno |
|
| May 13, 2019 |
Symposium for Cosmetic Advances and Laser Education Conference Cellulite Presentation Exhibit 99.1 |
|
| May 13, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2019 (May 11, 2019) Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organiz |
|
| May 13, 2019 |
SOLY / Soliton, Inc. 10-Q Quarterly Report FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
|
| April 19, 2019 |
Marcum LLP letter dated as of April 15, 2019 Exhibit 16.1 April 15, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Soliton, Inc. under Item 4.01 of its Form 8-K dated April 9, 2019. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements contained therein. Very truly yours, /s/ Mar |
|
| April 19, 2019 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or o |
|
| April 15, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| April 15, 2019 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 CONTACT: Joe Dorame, Joe Diaz & Robert Blum Lytham Partners, LLC 602-889-9700 [email protected] Soliton Announces Cellulite Trial Results to be Presented at National Aesthetics Conference on May 11, 2019 Dr. Elizabeth Tanzi to Present Soliton’s Cellulite Data at Music City SCALE 2019 Conference in Nashville, TN April 15, 2019 – |
|
| April 12, 2019 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commis |
|
| April 3, 2019 |
SOLY / Soliton, Inc. / Remeditex Ventures LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Soliton Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 834251 100 (CUSIP Number) Brett Ringle Remeditex Ventures LLC 2727 N. Harwood St. Suite 200 Dallas, Texas 75201 214-506-2663 (Name, Address and Telephone |
|
| April 3, 2019 |
CUSIP No. 834251 100 13D Page 7 of 7 Pages Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $.001 per share, of Soliton, Inc. and further agree that all subsequent a |
|
| March 29, 2019 |
SOLY / Soliton, Inc. FORM 10-K (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38815 SOLITON, I |
|
| March 29, 2019 |
Exhibit 4.1 |
|
| March 27, 2019 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 CONTACT: Joe Dorame, Joe Diaz & Robert Blum Lytham Partners, LLC 602-889-9700 [email protected] Soliton Receives FDA Acceptance for 510(k) Application 510(k) Application Acceptance for Rapid Acoustic Pulse (“RAP”) device in tattoo removal March 27, 2019 – Houston, TX - Soliton, Inc., (NASDAQ: SOLY) (“Soliton” or the “Company”), |
|
| March 27, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| March 21, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| March 21, 2019 |
Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 CONTACT: Joe Dorame, Joe Diaz & Robert Blum Lytham Partners, LLC 602-889-9700 [email protected] Soliton files 510(k) with FDA for its Rapid Acoustic Pulse Device 510(k) Application for Premarket Clearance filed with the FDA for Rapid Acoustic Pulse (“RAP”) device in tattoo removal March 21, 2019 – Houston, TX - Soliton, Inc., ( |
|
| March 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Commi |
|
| March 1, 2019 |
Exhibit 10.2 AMENDED and RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Christopher Capelli (“Executive”), and the Company and the |
|
| March 1, 2019 |
SOLY / Soliton, Inc. FORM 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
|
| March 1, 2019 |
Exhibit 10.1 AMENDED and RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Walter Klemp (“Executive”), and the Company and the Execut |
|
| March 1, 2019 |
Exhibit 10.4 AMENDED and RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Lori Bisson (“Executive”), and the Company and the Executi |
|
| March 1, 2019 |
Exhibit 10.3 AMENDED and RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Joe Tanner (“Executive”), and the Company and the Executiv |
|
| February 22, 2019 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLITON, INC. Soliton, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Soliton, Inc. B. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 27, 2012. C. |
|
| February 22, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2019 Soliton, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38815 36-4729076 (State or other jurisdiction of incorporation or organization) (Co |
|
| February 22, 2019 |
Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Exhibit 99.1 Soliton, Inc. 5304 Ashbrook Drive Houston, TX 77081 Soliton, Inc. Completes IPO and Begins Trading on Nasdaq Under Ticker Symbol “SOLY” NEW YORK, HOUSTON and LOS ANGELES, February 19, 2019 - Soliton, Inc. (NASDAQ: SOLY) (“Soliton” or the “Company”), a pre-revenue stage medical device company with a novel and proprietary platform technology licensed from The University of Texas on beha |
|
| February 19, 2019 |
Filed pursuant to Rule 253(g)(2) File no. 024-10854 Offering Circular Soliton, Inc. Minimum Offering of 1,500,000 shares of common stock / Maximum Offering of 3,000,000 shares of common stock This is an initial public offering of our shares of common stock. We are offering up to a maximum of 3,000,000 shares of common stock at an offering price of $5.00 per share with a minimum offering amount of |
|
| February 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOLITON, INC. (Exact name of registrant as specified in its charter) Delaware 36-4729076 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5304 Ashbr |
|
| February 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOLITON, INC. (Exact name of registrant as specified in its charter) Delaware 36-4729076 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5304 Ashbrook Drive, Houston |
|
| February 13, 2019 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Post-Qualification Offering Circular (Amendment No. 1) of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing |
|
| February 13, 2019 |
EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No.1 amends the offering circular of Soliton, Inc. qualified on November 27, 2018, as further amended and supplemented from time to time (the ?Offering Circular?), to update information contained in the Offering Circular. Post-Qualification Offering Circular Amendment No. 1 File no. 024-10854 An Offering statement pursuant to Reg |
|
| November 28, 2018 |
Offering Circular Filed pursuant to Rule 253(g)(2) File no. 024-10854 Soliton, Inc. Minimum Offering of 1,500,000 shares of common stock / Maximum Offering of 3,000,000 shares of common stock This is an initial public offering of our shares of common stock. We are offering up to a maximum of 3,000,000 shares of common stock at an offering price of $5.00 per share with a minimum offering amount of |
|
| November 26, 2018 |
Soliton, Inc. 5304Ashbrook Dr. Houston, TX 77081 Soliton, Inc. 5304Ashbrook Dr. Houston, TX 77081 November 26, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Soliton, Inc. Offering Statement on Form 1-A (?Offering Statement?) File No. 024-10854 Ladies and Gentlemen: Pursuant to Rule 252(e) of the Securities Act of 1933, as amended (the ?Act?), Soliton, Inc., a Delaware corporation (t |
|
| November 21, 2018 |
STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Exhibit 2.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Soliton, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: 1.The name of the corporation (?Corporation?) is Soliton, Inc. 2.The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 |
|
| November 21, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] November 21, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Soliton, Inc. Offering Statement o |
|
| November 21, 2018 |
EXPLANATORY NOTE This Amendment No. 7 to the Offering Statement on Form 1-A filed by Soliton, Inc. is being filed solely to include Exhibit 2.2. Accordingly, this Amendment No. 7 consists only of Part I, this explanatory note, the signature page, the exhibit index, and the exhibit. The Preliminary Offering Circular is unchanged and has therefore been omitted. 1 PART III - EXHIBITS INDEX TO EXHIBIT |
|
| November 20, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] November 20, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Soliton, Inc. Offering Statement o |
|
| November 6, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A (Amendment No. 6) of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing there |
|
| November 6, 2018 |
United States Securities and Exchange Commission Exhibit 9.1 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentleman: We have read the statements under the heading ?Experts? in the Offering Statement on Form 1-A (Amendment No. 6) of Soliton, Inc. (the ?Company?) to be filed with the Securities and Exchange Commission and we agree with such statements therein a |
|
| November 6, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] November 6, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Soliton, Inc. Offering Statement on |
|
| November 6, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| October 18, 2018 |
Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC |
|
| October 18, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| October 18, 2018 |
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT. Exhibit 15.1 PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT. SECTIONS 22(A) AND SECTION 22(B) OF THESE TERMS OF USE CONTAIN BINDING ARBITRATION CLAUSES AND CLASS ACTION WAIVERS. IF YOU LIVE IN THE UNITED STATES, THESE SECTIONS MAY AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES THAT YOU MAY HAVE WITH US. PLEASE READ THEM CAREFULLY. Welcome to www.flashfunders.com “FlashFunders” |
|
| October 18, 2018 |
PATENT AND TECHNOLOGY LICENSE AGREEMENT Exhibit 6.1 PATENT AND TECHNOLOGY LICENSE AGREEMENT This AGREEMENT (?AGREEMENT?) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS (?BOARD?) of THE UNIVERSITY OF TEXAS SYSTEM (?SYSTEM?), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (?UTMDACC?), a member institu |
|
| October 18, 2018 |
Exhibit 15.2 Terms of Use SeedInvest, LLC d/b/a SeedInvest.com together with its affiliates, including SeedInvest Technology, LLC and SeedInvest Financial, LLC ("SeedInvest," "us," "our" or "we") provides this web site to you under the following terms and conditions (this "Agreement" or "Terms of Use"). Our Privacy Policy (as in posted to our website), which explains how we collect and use informa |
|
| October 18, 2018 |
Exhibit 6.13 ALLONGE This Allonge to Convertible Promissory Note dated January 23, 2017 (?Note?), made by Soliton, Inc., a Delaware corporation (?Company?), in favor of Remeditex Ventures, LLC (?Lender?), in the principal sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) shall be attached to the Note and made a part thereof. 1. For value received, the undersigned agree that the definition of M |
|
| October 18, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A (Amendment No. 4) of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing there |
|
| September 20, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] September 20, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Soliton, Inc. Amendment No. 4 to |
|
| September 11, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] September 11, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Soliton, Inc. Amendment No. 4 to |
|
| August 30, 2018 |
SOLITON, INC. NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT Exhibit 6.12 SOLITON, INC. NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (the ?Agreement?) is made as of November 7, 2017, by and between Soliton, Inc., a Delaware corporation (the ?Company?), and Remeditex Ventures LLC (the ?Lender?). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below. The following |
|
| August 30, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A (Amendment No. 4) of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing there |
|
| August 30, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] August 30, 2018 By EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Soliton, Inc. Amendment No. 3 to Off |
|
| August 30, 2018 |
UNDERWRITING AGREEMENT SOLITON, INC. Exhibit 1.1 UNDERWRITING AGREEMENT SOLITON, INC. , 2018 Boustead Securities, LLC 6 Venture, Suite 325 Irvine, CA 92618 As Representative of the several underwriters listed in Schedule A hereto Ladies and Gentlemen: Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common |
|
| August 30, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| August 30, 2018 |
PATENT AND TECHNOLOGY LICENSE AGREEMENT Exhibit 6.1 Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. PATENT AND TECHNOLOGY LICENSE AGREEMENT This AGREEMENT (“AGREEMENT”) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS |
|
| August 30, 2018 |
SOLITON, INC. NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT Exhibit 6.11 SOLITON, INC. NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of January 23, 2017, by and among Soliton, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto as Schedule 1 (the “Schedule of Lenders”). Capital |
|
| August 10, 2018 |
Exhibit 1.3 SELECTED DEALER AGREEMENT BOUSTEAD SECURITIES, LLC (the ?Underwriter?), as agent for Soliton, Inc., a Delaware corporation (the ?Company?), is acting, in accordance with that certain underwriting agreement dated , 2018 (the ?Underwriting Agreement?), as best efforts underwriter of a proposed public offering (the ?Offering?) of up to a minimum of 1,500,000 shares of the Company?s common |
|
| August 10, 2018 |
ESCROW AGREEMENT FOR SECURITIES OFFERING Exhibit 8.2 ESCROW AGREEMENT FOR SECURITIES OFFERING THIS ESCROW AGREEMENT, dated as of (?Escrow Agreement?), is by and between SI Securities, LLC (? SI Securities?), Boustead Securities, LLC (?Boustead?), Soliton, Inc., a company incorporated in Delaware (?Issuer?), and The Bryn Mawr Trust Company of Delaware (?BMTC DE?), a Delaware entity, as Escrow Agent hereunder (?Escrow Agent?). Capitalized |
|
| August 10, 2018 |
SOLITON, INC. NOTE PURCHASE AGREEMENT Exhibit 6.8 SOLITON, INC. NOTE PURCHASE AGREEMENT 1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (the ?Agreement?) is made as of the date set forth on the signature page hereto, by and between Soliton, Inc., a Delaware corporation (the ?Company?), Remeditex Ventures LLC (?Remeditex?) and each of the lenders set forth on the signature page hereto (collectively, the ?Non-Remeditex Lenders? a |
|
| August 10, 2018 |
UNDERWRITING AGREEMENT SOLITON, INC. Exhibit 1.1 UNDERWRITING AGREEMENT SOLITON, INC. , 2018 Boustead Securities, LLC 6 Venture, Suite 325 Irvine, CA 92618 As Representative of the several underwriters listed in Schedule A hereto Ladies and Gentlemen: Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common |
|
| August 10, 2018 |
ISSUER ACKNOWLEDGEMENT REGULATION A OFFERING Exhibit 6.4 ISSUER ACKNOWLEDGEMENT REGULATION A OFFERING The undersigned (the ?Issuer?) has engaged FinTech Clearing, LLC (?Broker Dealer?) and FinTech Global Markets, Inc. (?Website Administrator?) to provide certain services to the Issuer pursuant to the Terms of Use located at www.flashfunders.com (as amended or supplemented from time to time, the ?Terms of Use?). All capitalized terms not expr |
|
| August 10, 2018 |
Exhibit 6.1 Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. PATENT AND TECHNOLOGY LICENSE AGREEMENT This AGREEMENT (?AGREEMENT?) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS |
|
| August 10, 2018 |
Exhibit 6.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| August 10, 2018 |
August 10, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N. |
|
| August 10, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A (Amendment No. 3) of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing there |
|
| August 10, 2018 |
Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC |
|
| August 10, 2018 |
Soliton, Inc. 10% UNSECURED PROMISSORY NOTE $[____________] [____________], 2018 Exhibit 6.9 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CON |
|
| August 10, 2018 |
SOLITON, INC. NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT Exhibit 6.7 SOLITON, INC. NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (the ?Agreement?) is made as of , 2018, by and between Soliton, Inc., a Delaware corporation (the ?Company?), (the ?Lenders?). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below. The following recitals are true and constitute the |
|
| August 10, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| August 10, 2018 |
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT Exhibit 8.1 OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT This Offering Deposit Account Agency Agreement (this ?Agreement?) is entered into as of , 2018, by and between Soliton, Inc., a Delaware corporation with its principal office located at 5304 Ashbrook Drive, Houston, TX 77081(?Issuer?), FinTech Global Markets, Inc., a Delaware corporation with its principal office located at 6 Venture, Suite 265 |
|
| July 20, 2018 |
Exhibit 13.1 Crowdfunding Script (Voiceover) Tattoos are everywhere you look… in fact, over 70 million Americans have at least one tattoo and independent research shows that over half are considering a tattoo removal. That’s why according to Market Research Future, the global market for tattoo removal is projected to be $4.8B by 2023. (POV Wally) Hi, my name is Wally Klemp and I’m the executive ch |
|
| July 20, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| July 20, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A (Amendment No. 2) of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing there |
|
| July 6, 2018 |
Exhibit 6.1 Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. PATENT AND TECHNOLOGY LICENSE AGREEMENT This AGREEMENT (?AGREEMENT?) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS |
|
| July 6, 2018 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLITON, INC. Exhibit 2.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLITON, INC. Soliton, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: A. The name of the Corporation is Soliton, Inc. B. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 27, 2012. C. |
|
| July 6, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing therein. /s/ GBH CPAs, |
|
| July 6, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| July 6, 2018 |
2012 Stock Plan of Soliton, Inc. (filed as exhibit 6.2 to the Company’s Form 1-A file no. 024-10854) Exhibit 6.2 SOLITON, INC. 2012 LONG TERM INCENTIVE PLAN TABLE OF CONTENTS 1. Purpose 1 2. Definitions 1 3. Administration 3 (a) Authority of the Committee 3 (b) Manner of Exercise of Committee Authority 4 (c) Limitation of Liability 4 4. Stock Subject to Plan 5 (a) Overall Number of Shares Available for Delivery 5 (b) Application of Limitation to Grants of Awards 5 (c) Availability of Shares Not I |
|
| July 6, 2018 |
ISSUER ACKNOWLEDGEMENT REGULATION A OFFERING Exhibit 6.4 ISSUER ACKNOWLEDGEMENT REGULATION A OFFERING The undersigned (the “Issuer”) has engaged FinTech Clearing, LLC (“Broker Dealer”) and FinTech Global Markets, Inc. (“Website Administrator”) to provide certain services to the Issuer pursuant to the Terms of Use located at www.flashfunders.com (as amended or supplemented from time to time, the “Terms of Use”). All capitalized terms not expr |
|
| July 6, 2018 |
2018 Stock Plan of Soliton, Inc. (filed as exhibit 6.3 to the Company’s Form 1-A file no. 024-10854) Exhibit 6.3 SOLITON, INC. 2018 STOCK PLAN (Adopted as of June 7, 2018) Section 1. Establishment and Purpose. 1.1 The Board of Directors of Soliton, Inc. (the “Company”) hereby establishes the Soliton, Inc. 2018 Stock Plan (the “Plan”) effective as of June 7, 2018, subject to approval by the Company’s stockholders within one year of the date hereof. 1.2 The purpose of the Plan is to attract and ret |
|
| July 6, 2018 |
Exhibit 2.2 AMENDED AND RESTATED BYLAWS OF SOLITON, INC. ARTICLE I?OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Delaware a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of |
|
| July 6, 2018 |
Exhibit 12 July 3, 2018 Soliton, Inc. 5304 Ashbrook Dr. Houston, TX 77081 RE: Soliton, Inc., Offering Statement on Form 1-A Gentlemen: We have acted as Delaware counsel to Soliton, Inc., a Delaware corporation (the “Company”), in connection with the filing of the referenced Offering Statement (as amended from time to time, the “Offering Statement”) under Regulation A of the Securities Act of 1933, |
|
| July 6, 2018 |
Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC |
|
| July 6, 2018 |
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT Exhibit 8.1 OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT This Offering Deposit Account Agency Agreement (this “Agreement”) is entered into as of , 2018, by and between Soliton, Inc., a Delaware corporation with its principal office located at 5304 Ashbrook Drive, Houston, TX 77081(“Issuer”), FinTech Global Markets, Inc., a Delaware corporation with its principal office located at 6 Venture, Suite 265 |
|
| July 6, 2018 |
FORM OF CONVERTIBLE PROMISSORY NOTE Exhibit 6.5 FORM OF CONVERTIBLE PROMISSORY NOTE THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SA |
|
| July 6, 2018 |
Exhibit 1.2 CONFIDENTIAL May 31, 2018 Soliton, Inc. Attention: Mr. Walter Klemp, Chairman 5304 Ashbrook Drive Houston, TX 77081 Re: Proposed Pre-IPO Financings and NASDAQ Initial Public Offering Dear Wally: We are pleased to submit the following agreement with respect to the proposed Pre - IPO financings and a planned initial public offering (“IPO”) by and for Soliton, Inc., or any other corporate |
|
| July 6, 2018 |
UNDERWRITING AGREEMENT SOLITON, INC. Exhibit 1.1 UNDERWRITING AGREEMENT SOLITON, INC. , 2018 Boustead Securities, LLC 6 Venture, Suite 325 Irvine, CA 92618 As Representative of the several underwriters listed in Schedule A hereto Ladies and Gentlemen: Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common |
|
| July 6, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] July 6, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tom Jones Re: Soliton, Inc. Offering Statement on Form 1-A |
|
| July 6, 2018 |
Exhibit 6.6 LEASE AGREEMENT This Lease Agreement is made and entered into as of the 16th day of July, 2015 ("Effective Date") between ASHBROOK LAND LTD., hereinafter referred to as "Landlord'', and SOLITON INC., hereinafter referred to as "Tenant": WITNESSETH: SEC. 1 LEASED PREMISES: In consideration of the mutual covenants as set forth herein, Landlord and Tenant hereby agree as follows: A.From t |
|
| June 15, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Circular on Form 1-A of our report dated February 2, 2018 relating to the financial statements of Soliton, Inc. as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing therein. /s/ GBH CPAs, P |
|
| June 15, 2018 |
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission ("SEC"). |
|
| June 15, 2018 |
100 N. 18th Street Suite 300 Philadelphia, PA 19103 t202.778.6400 f202.778.6460 www.schiffhardin.com Cavas S. Pavri 202.724.6847 [email protected] June 14, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tom Jones Re: Soliton, Inc. Draft Offering Statement on Form |
|
| April 26, 2018 |
Soliton, Inc. Minimum offering of 1,500,000 shares / Maximum offering of 3,000,000 shares An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
