Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
December 09 2016 - 6:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 8, 2016
Registration No. 333-214794
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AIRGAIN, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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3663
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20-0281763
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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3611 Valley Centre Drive, Suite 150
San Diego, CA 92130 USA
(760) 579-0200
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Charles Myers
President and Chief Executive Officer
3611 Valley Centre Drive, Suite 150
San Diego, CA 92130
(760) 579-0200
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Matthew T. Bush
Cheston J. Larson
Latham
& Watkins LLP
12670 High Bluff Drive
San Diego, CA 92130
Tel:
(858) 523-5400
Fax: (858) 523-5450
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Jonathan R. Zimmerman
Jeffrey A. Sherman.
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-3901
Tel: (612) 766-7000
Fax:
(612) 766-1600
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☒ 333-214794
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the
Securities Act.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the Amendment) relates to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-214794), initially filed by the Registrant on November 23, 2016 and declared effective by the Securities and Exchange Commission on December 8, 2016. The Registrant is filing this Amendment for the sole purpose
of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
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Exhibit
Number
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Description
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5.1
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Opinion of Latham & Watkins LLP
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 8th day of December, 2016.
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AIRGAIN, INC.
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By:
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/s/ Charles Myers
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Charles Myers
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Charles Myers
Charles Myers
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President, Chief Executive Officer and Director
(principal executive officer)
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December 8, 2016
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/s/ Leo Johnson
Leo Johnson
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Chief Financial Officer (principal financial and accounting officer)
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December 8, 2016
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*
Jim K. Sims
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Chairman of the Board of Directors
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December 8, 2016
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*
Francis X. Egan
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Director
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December 8, 2016
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*
Joan Gillman
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Director
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December 8, 2016
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*
Frances Kordyback
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Director
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December 8, 2016
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*
Thomas A. Munro
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Director
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December 8, 2016
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Arthur M. Toscanini
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Director
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December 8, 2016
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*By:
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/s/ Charles Myers
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Charles Myers
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Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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5.1
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Opinion of Latham & Watkins LLP
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