As filed with the Securities
and Exchange Commission on March 2, 2017.
Registration No. 333-193971
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
______________________
Post-Effective Amendment
No. 1 to
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
______________________
LIVE
VENTURES INCORPORATED
(Exact name of registrant
as specified in its charter)
Nevada
|
|
85-0206668
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification
Number)
|
325 E. Warm Springs
Road
Suite 102
Las Vegas, NV 89119
(702) 939-0239
(Address, including zip code,
and telephone number, including area code, of registrant’s principal executive offices)
______________________
Gail Kyser
325 E. Warm Springs
Road
Suite 120
Las Vegas, NV 89119
(702) 939-0239
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Randolf
W. Katz, Esq.
Baker & Hostetler LLP
600 Anton Boulevard,
Suite 900
Costa Mesa, California
92626-7221
Telephone: (714) 966-8807
Facsimile: (714) 966-8802
Approximate
date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not
sold pursuant to the above referenced registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please
check the following box and lit 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box.
☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, please check the following
box.
☐
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. (Check one):
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (No. 333-19371) (the “Registration
Statement”) filed by LiveDeal, Inc. (“LiveDeal”) on February 14, 2014, as amended by Amendment No. 1 on March
13, 2014, and Amendment No. 2 on April 4, 2014. Effective October 7, 2015, LiveDeal changed its corporate name to Live Ventures
Incorporated (the “Company”), through a parent/subsidiary short-form merger. The Company is filing this Post-Effective
Amendment to withdraw and remove from registration the unissued and unsold shares of the Company’s common stock, $0.001 par
value per share, the shares of the Company’s preferred stock, $0.001 par value per share, the Company’s warrants, the
Company’s debt securities, and units issuable by the Company pursuant to the Registration Statement.
In accordance with an undertaking
made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of its
securities that remain unsold at the termination of the offering, the Company hereby removes from registration all such securities
registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment to the Registration Statement and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Las Vegas, State of Nevada, on the 2nd day of March, 2017.
LIVE VENTURES INCORPORATED
By:
/s/
Jon Isaac
Jon Isaac
President and Chief Executive
Officer
Note: No other person is
required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933,
as amended.
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