As filed with the Securities and Exchange
Commission on March 17, 2017.
Registration No. 333-216672
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Amendment No. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CUI Global, Inc.
(Exact name of registrant as specified in
its Charter)
Colorado
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84-1463284
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(State or jurisdiction
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(I.R.S. Employer
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of incorporation or
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Identification No.)
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organization)
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20050 SW 112
th
Avenue
Tualatin, Oregon 97062
(503) 612-2300
(Address and Telephone Number of Principal
Executive Offices)
William J. Clough, President
CUI Global, Inc.
20050 SW 112th Avenue
Tualatin, Oregon 97062
(503) 612-2300
(Name, Address and Telephone
Number of Agent for Service)
Copies of all communications to:
Michael T. Cronin, Esq.
Johnson, Pope, Bokor, Ruppel & Burns,
LLP
911 Chestnut Street,
Clearwater, Florida 33756
Telephone: (727) 461-1818
Facsimile: (727) 462-0365
(Issuer's Counsel)
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.
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 under
the Securities Act of 1933 check the following box:
x
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 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.
¨
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 12b2
of the Exchange Act.
Large accelerated filer
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Accelerated filer
x
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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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CALCULATION OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
(1)
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Amount
to be Registered
(1)(2)
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Proposed Maximum Offering Price
per Unit or
Share
(1)
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Proposed
Maximum Aggregate Offering Price
(1)(2)
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Amount
of Registration
Fee
(3)
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Common Stock, $0.001 par value per share
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Preferred Stock, $0.001 par value per share
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Debt Securities
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Warrants
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Rights
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Units
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Total
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$
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100,000,000
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$
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100,000,000
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$
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11,590
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(1)
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The registrant is hereby registering an indeterminate amount and number of each identified class of the identified securities
up to a proposed maximum aggregate offering price of $100,000,000, which may be offered from time to time at indeterminate prices,
including securities that may be purchased by underwriters. The registrant has estimated the proposed maximum aggregate offering
price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Securities registered
hereunder may be sold separately, together or as units with other securities registered hereunder.
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(2)
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The registrant is hereby registering an indeterminate amount and number of each identified class of the identified securities
as may be issued upon conversion, exchange, exercise or settlement of any other securities that provide for such conversion, exchange,
exercise or settlement.
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(3)
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Calculated pursuant
to Rule 457(o) under the Securities Act. The $30,000,000 At The Market offering agreement
prospectus supplement is included in the $100,000,000 of securities that are being registered.
Paid previously.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement contains two prospectuses:
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a base prospectus which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering price
of $100,000,000 of the registrant’s common stock, preferred stock, debt securities, warrants, rights and/or units; and
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an offering agreement prospectus supplement covering the offering, issuance and sale by the registrant of up to a maximum aggregate
offering price of $30,000,000 of the registrant’s common stock that may be issued and sold under an At the Market Offering
Agreement, dated March 14, 2017, with H.C. Wainwright & Co., LLC.
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The base prospectus immediately
follows this explanatory note. The offering agreement prospectus supplement immediately follows the base prospectus. The common
stock that may be offered, issued and sold by the registrant under the offering agreement prospectus supplement is included in
the $100,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion,
Dated March ___, 2017
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU
SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING "RISK FACTORS" ON PAGE 5 AND CONTAINED
IN THE APPLICABLE PROSPECTUS SUPPLEMENT, ANY RELATED FREE WRITING PROSPECTUS AND OUR FILINGS MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
From time to time, we may offer and sell our common stock, preferred
stock, debt securities, warrants, rights to purchase such securities, either individually or in units, with a total value of up
to $100,000,000 in one or more offerings, in amounts, at prices and on terms determined at the time of any such offering.
Our common stock is listed on the Nasdaq Capital Market under
the symbol "CUI." On March 2, 2017, the last reported sale price for our common stock on the NASDAQ Capital Market was
$6.51 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the
Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.
As of March 2, 2017, the aggregate market value of our outstanding
common stock held by non-affiliates, or the public float, was approximately $104,681,081 based on 20,949,119 shares of outstanding
stock, of which 16,080,504 are held by non-affiliates, and a per share price of $6.51, which was the closing sale price of our
common stock on March 2, 2017.
We will provide specific terms of these securities in supplements
to this prospectus. The prospectus supplement will also describe the specific manner in which we will offer the securities and
may also supplement, update or amend information contained in this document. You should read this prospectus and any supplement
carefully before you purchase any of our securities.
THIS PROSPECTUS MAY NOT BE USED TO OFFER AND SELL SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We may offer the securities in amounts, at prices and on terms
determined at the time of offering. We may sell the securities directly to you, through agents we select or through underwriters
and dealers we select. If we use agents, underwriters or dealers to sell the securities, we will name them and describe their compensation
in a prospectus supplement. The price to the public of such securities and the net proceeds we may expect to receive from such
sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is __________,
2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we
filed with the Securities and Exchange Commission (the "Commission") utilizing a "shelf" registration process.
Under this shelf registration process, we may, from time to time, offer and sell the securities described in the prospectus in
one or more offerings up to a total of $100,000,000. This prospectus provides you with a general description of the securities
we may offer. Each time we sell the securities under this shelf registration, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the extent that
any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated
by reference in this prospectus, the statements made or incorporated by reference in this prospectus will be deemed modified or
superseded by those made in the prospectus supplement. You should carefully read this prospectus, any applicable prospectus supplement
and any related free writing prospectus, together with the information incorporated herein by reference as described under the
heading "Where You Can Find Additional Information."
You should rely only on the information that we have provided
or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide
you with additional or different information. If anyone provides you with different or inconsistent information, you should not
rely on it. This prospectus and the accompanying supplement to this prospectus are not an offer to sell these securities and it
is not soliciting an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, and any applicable prospectus supplement
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus,
and any applicable prospectus supplement is delivered or securities sold on a later date.
For investors outside the United States, we have not done anything
that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose
is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating
to this offering and the distribution of this prospectus outside of the United States.
Unless the context requires otherwise or unless otherwise
noted, all references to "CUI," “the Company,” "we," "us," or “our" are to
CUI Global, Inc., a Colorado corporation, and its subsidiaries.
WHO
WE ARE
We are a specialized provider of natural gas inferential quality
metering devices and power management and other electromechanical components for electronic devices and equipment. We offer both
standardized products and customized solutions to our customer base. Our product portfolio is extensive and we are dedicated to,
and focused on, growing it further by acquiring, developing, and commercializing innovative electronic technologies and products.
We are led by a management team and board of directors that
possess substantial experience in our industries. We have decades of experience in the natural gas and electronics industries that
we use to identify and acquire or license market-ready technologies. Small product engineering firms, individual entrepreneurs,
and a variety of other sources comprise our potential pool of acquisition targets and technology licensing partners. These entities
often possess exciting technologies, but lack the necessary manufacturing, distribution, and financial resources to commercialize
their ideas. We possess these capabilities and can serve as a value-added partner in commercialization, developing supplier-customer
relationships, and providing liquidity to the technology owner. We believe we have a track record of acquiring or licensing, and
then commercializing advanced, market-ready technologies due to our management team’s history, as well as to the marketing,
sales, research and development and engineering resources that we are willing to dedicate to commercializing new products.
After we identify potential market-ready technologies, we put
considerable effort into our due diligence process to verify that demand for the technology exists, that the technology will have
synergies with our diverse product portfolio, and that the technology will achieve its intended design capabilities. If we are
successful in completing an acquisition, we assign a team of engineers, market specialists, and sales executives to implement our
commercialization strategy. Our ‘‘end-to-end’’ strategy incorporates branding; conducting market and product
surveys to determine demand, the potential customer base, target geographic and end markets; and identifying appropriate commercialization
partners. We utilize contract manufacturers located in mainland China, Japan, South Korea, Taiwan, and the United Kingdom for production.
Additional details on these products are contained in our annual
report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 14, 2017.
Securities We Are Offering
We may offer shares of common stock, shares of preferred stock,
debt securities, warrants, rights to purchase such securities, either individually or in units, with a total value of up to $100,000,000
from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of the offering.
Our common stock currently is quoted on the Nasdaq Capital Market under the symbol “CUI.” Shares of common stock that
may be offered in this offering will, when issued and paid for, be fully paid and non-assessable.
We refer to our common stock, preferred stock, debt securities,
warrants, rights and units in this prospectus as “securities.” This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities, we will provide a prospectus supplement that
will describe the specific amounts, prices and other important terms of the securities, as described below under “Plan of
Distribution.”
RISK FACTORS
Investing in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described under
the heading “Risk Factors” contained in an applicable prospectus supplement and discussed under the section entitled
“Risk Factors” contained in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form
10-Q, as well as any amendments thereto reflected in subsequent filings with the Commission. These filings are incorporated by
reference into this prospectus in their entirety, together with other information in this prospectus, documents incorporated by
reference. The risks described in these documents are not the only ones we face, but those that we consider to be material. There
may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse
effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical
trends should not be used to anticipate results or trends in future periods. If any of these risks actually occur, our business,
financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common
stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section entitled “Cautionary
Statement Regarding Forward-Looking Statements.”
CAUTIONARY STATEMENT REGARDING
FORWARD LOOKING STATEMENTS
This prospectus, each prospectus supplement and the information
incorporated by reference in this prospectus and each prospectus supplement contain certain statements that constitute “forward
looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,”
“may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,”
“intend,” “could,” “would,” “project,” “plan,” “expect”
and the negative and plural forms of these words and similar expressions are intended to identify forward looking statements, but
are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus
supplement and the documents incorporated herein and therein by reference, particularly in the section titled “Risk Factors,”
and include statements regarding the intent, belief or current expectations of the Company and management that are subject to known
and unknown risks, uncertainties and assumptions.
This prospectus, any prospectus supplement and the information
incorporated by reference in this prospectus and any prospectus supplement also contain statements that are based on the current
expectations of our Company and management. You are cautioned that any such forward looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking
statements as a result of various factors.
Because forward looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward looking statements as
predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable
law, including the securities laws of the United States and the rules and regulations of the Commission, we do not plan to publicly
update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any
new information, future events or otherwise.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net
proceeds from the sale of securities offered by this prospectus will be used for general corporate purposes, which may include
operating expenses, working capital to improve and promote our commercially available products, advance product candidates, future
acquisitions or share repurchases, expand international presence and commercialization, general capital expenditures and satisfaction
of debt obligations. We will have significant discretion in the use of any net proceeds. The net proceeds may be invested temporarily
in interest-bearing accounts and investment grade short-term interest-bearing securities until they are used for their stated purpose.
We may provide additional information on the use of the net proceeds from the sale of the offered securities in an applicable prospectus
supplement relating to the offered securities.
DESCRIPTION OF CAPITAL
STOCK
The following description of our common
stock and preferred stock, together with the additional information we include in any applicable prospectus supplements, summarizes
the material terms and provisions of the common stock and preferred stock that we may offer under this prospectus. It may not contain
all the information that is important to you. For the complete terms of our common stock and preferred stock, please refer to our
restated articles of incorporation and our amended and restated bylaws, which are incorporated by reference into the registration
statement which includes this prospectus. The Colorado Business Corporation Act, as revised, may also affect the terms of these
securities. While the terms we have summarized below will apply generally to any future common stock and preferred stock that we
may offer, we will describe the particular terms of these securities in more detail in the applicable prospectus supplement. If
we so indicate in a prospectus supplement, the terms of any security we offer under that prospectus supplement may differ from
the terms we describe below.
Our restated articles of incorporation provides for one class
of common stock. In addition, our restated articles of incorporation authorizes shares of undesignated preferred stock, the rights,
preferences and privileges of which may be designated from time to time by our board of directors.
Our authorized capital stock consists of 335,000,000 shares,
all with a par value of $0.001 per share, of which:
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325,000,000 shares are designated as common stock; and
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10,000,000 shares are designated as preferred stock.
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Common Stock
As of December 31, 2016, the Company’s issued and outstanding
20,916,848 shares of common stock of which 20,421,683 shares are freely tradable without restriction or limitation under the Securities
Act. As of December 31, 2016, the Company had in excess of 3,000 beneficial holders of our common stock and in excess of 2,300
shareholders of record. The actual number of shareholders is greater than this number of record holders and includes shareholders
who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Voting Rights
. Under our restated articles of incorporation,
each share of common stock entitles the holder to one vote with respect to each matter presented to our stockholders on which the
holders of common stock are entitled to vote. Subject to any rights that may be applicable to any then outstanding preferred stock,
our common stock votes as a single class on all matters relating to the election and removal of directors and as provided by law.
Holders of our common stock do not have cumulative voting rights and do not have any pre-emptive or other rights to subscribe for
or purchase additional shares of capital stock and no conversion rights, redemption or sinking-fund provisions.
Dividends
. Subject to preferences that may apply to any
shares of preferred stock outstanding at the time, the holders of our common stock will be entitled to share equally, identically
and ratably in any dividends that our board of directors may determine to issue from time to time. We have never paid cash dividends
on our common stock. We do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. Any future
determination about the payment of dividends will be made at the discretion of our board of directors and will depend upon our
earnings, if any, capital requirements, operating and financial conditions and on such other factors as the board of directors
deems relevant.
Liquidation Rights
. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably
in our assets that are legally available for distribution to stockholders after payment of our debts and other liabilities. If
we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation
preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay
distributions to the holders of our common stock.
Other Rights
. Our stockholders have no preemptive, conversion
or other rights to subscribe for additional shares. All outstanding shares are, and all shares offered by this prospectus will
be when sold, validly issued, fully paid and non-assessable. The rights, preferences and privileges of the holders of our common
stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred
stock that we may designate and issue in the future.
Listing.
Our common stock is listed on the Nasdaq Capital
Market under the symbol “CUI.”
Transfer Agent and Registrar.
The transfer agent for our common stock is Computershare Trust Company N.A. Its address is 8742 Lucent Blvd., Suite 225, Highlands
Ranch, CO 80129.
Preferred Stock
Under our restated articles of incorporation, we have authority,
subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000
shares of preferred stock, par value $0.001 per share, in one or more series. As of March 2, 2017, no shares of preferred stock
are currently issued and outstanding.
Pursuant to our restated articles of incorporation, we are authorized
to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization
by our board of directors. Our board of directors, without further approval of the stockholders, is authorized to fix the designations,
preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions applicable
to each series of the preferred stock. The issuance of preferred stock, while providing flexibility in connection with capital
raising and other corporate purposes could, among other things, adversely affect the voting power or rights of the holders of our
common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids
for our common stock at a premium or otherwise adversely affect the market price of the common stock.
The following summary description, together
with the additional information we may include in any applicable prospectus supplements, does not purport to be complete and is
subject to and qualified in its entirety by reference to any preferred stock that will be incorporated by reference as an exhibit
to the registration statement that includes this prospectus or as an exhibit to a current report on Form 8K, if we offer preferred
stock.
The preferred stock will have the terms described below unless
otherwise provided in the prospectus supplement relating to a particular series of the preferred stock. You should read the prospectus
supplement relating to the particular series of the preferred stock being offered for specific terms, including:
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the designation and stated value per share of the preferred stock and the number of shares offered;
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the amount of liquidation preference per share;
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the price at which the preferred stock will be issued;
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the dividend rate, or method of calculation of any dividend, the dates on which dividends will be payable, whether dividends
will be cumulative or noncumulative and, if cumulative, the dates from which dividends will accumulate;
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any redemption or sinking fund provisions;
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if other than the currency of the United States, the currency or currencies, including composite currencies, in which the preferred
stock is denominated and/or in which payments will or may be payable;
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any conversion provisions; and
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any other rights, preferences, privileges, qualifications, limitations and restrictions on the preferred stock.
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The preferred stock will, when issued, be duly authorized, fully
paid and non-assessable. Unless otherwise specified in the prospectus supplement, each series of the preferred stock will rank
equally as to dividends and liquidation rights in all respects with any other series of preferred stock. The rights of holders
of shares of each series of preferred stock will be subordinate to those of our general creditors.
Rank.
Unless otherwise specified in the prospectus supplement,
the preferred stock will, with respect to dividend rights and rights upon our liquidation, dissolution or winding up of our affairs,
rank:
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senior to all classes or series of our common stock and to all equity securities ranking junior to such preferred stock with
respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs;
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on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank
on a parity with the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up
of our affairs; and
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junior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior
to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs.
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The term “equity securities” does not include convertible
debt securities.
Dividends.
Holders of the preferred stock of each series
will be entitled to receive, when, as and if declared by our board of directors, cash dividends at such rates and on such dates
described in the prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or
based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the
holders of record as they appear on our stock books on record dates fixed by our board of directors, as specified in the applicable
prospectus supplement.
Dividends on any series of the preferred stock may be cumulative
or noncumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend payable
on a dividend payment date on any series of noncumulative preferred stock, then the holders of that noncumulative preferred stock
will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued
for that period, whether or not dividends on that series are declared payable on any future dividend payment dates. Dividends on
any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date
specified in the applicable prospectus supplement.
Liquidation Preference.
Upon any voluntary or involuntary
liquidation, dissolution or winding up of our affairs, before we make any distribution or payment to the holders of any common
stock or any other class or series of our capital stock ranking junior to the preferred stock in the distribution of assets upon
any liquidation, dissolution or winding up of our affairs, the holders of each series of preferred stock shall be entitled to receive
out of assets legally available for distribution to stockholders, liquidating distributions in the amount of the liquidation preference
per share set forth in the applicable prospectus supplement, plus any accrued and unpaid dividends thereon. Such dividends will
not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods. Unless otherwise specified
in the prospectus supplement, after payment of the full amount of their liquidating distributions, the holders of preferred stock
will have no right or claim to any of our remaining assets. Upon any such voluntary or involuntary liquidation, dissolution or
winding up, if our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding preferred
stock and the corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred
stock and all other such classes or series of shares of capital stock ranking on parity with the preferred stock in the distribution
of assets, then the holders of the preferred stock and all other such classes or series of capital stock will share ratably in
any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled.
Redemption.
If so provided in the applicable prospectus
supplement, the preferred stock will be subject to mandatory redemption or redemption at our option, as a whole or in part, in
each case upon the terms, at the times and at the redemption prices set forth in such prospectus supplement.
Voting Rights.
Except as otherwise required by law, or
as otherwise fixed by resolution or resolutions of the board of directors with respect to one or more series of preferred stock
and indicated in the applicable prospective supplement, the entire voting power and all voting rights shall be vested exclusively
in the common stock.
Conversion Rights.
The terms and conditions, if any,
upon which any series of preferred stock is convertible into common stock will be set forth in the applicable prospectus supplement
relating thereto. Such terms will include the number of shares of common stock into which the shares of preferred stock are convertible,
the conversion price, rate or manner of calculation thereof, the conversion period, provisions as to whether conversion will be
at our option or at the option of the holders of the preferred stock, the events requiring an adjustment of the conversion price
and provisions affecting conversion in the event of the redemption.
Transfer Agent and Registrar.
Any transfer agent and
registrar for the preferred stock will be set forth in the applicable prospectus supplement.
Certain Effects of Authorized but Unissued
Stock
We have shares of common stock and preferred stock available
for future issuance without stockholder approval. We may issue these additional shares for a variety of corporate purposes, including
future public or private offerings to raise additional capital or to facilitate corporate acquisitions or for payment as a dividend
on our capital stock. The existence of unissued and unreserved preferred stock may enable our board of directors to issue shares
of preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means
of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, if we
issue preferred stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that
holders of common stock will receive dividend payments or payments upon liquidation.
Select Provisions of Our Bylaws
Effective December 10, 2015, the CUI Global board of directors
adopted amended and restated corporate bylaws to implement specific requirements for the nominations of persons for election to
the board of directors and the proposal of other business to be considered by the corporation’s stockholders at any meeting
of stockholders by or at the direction of the board of directors or by any stockholder of the corporation. The amended and restated
bylaws adopt notice procedures and incorporate the provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
Our amended and restated bylaws establish an advance notice
procedure for stockholder proposals to be brought before an annual stockholders meeting, including proposed nominations of persons
for election to our board of directors. At an annual stockholders meeting, stockholders may only consider proposals or nominations
specified in the notice of meeting or otherwise properly brought before the meeting by our board of directors. Stockholders may
also consider a proposal or nomination by a person who was a stockholder of record on the record date for the meeting, who is entitled
to vote at the meeting and who has given to the secretary of the Company timely written notice, in proper form, of his or her intention
to bring that business before the annual stockholders meeting. The amended and restated bylaws do not give our board of directors
the power to disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special
or annual meeting of the stockholders. However, our amended and restated bylaws may have the effect of precluding the conduct of
business at a meeting if the proper procedures are not followed.
Our amended and restated bylaws also provide that only our board
of directors, the chairperson of the board or the President/Chief Executive Officer may call a special meeting of stockholders.
Because our stockholders do not have the right to call a special meeting, a stockholder could not force stockholder consideration
of a proposal over the opposition of our board of directors by calling a special meeting of stockholders prior to such time as
a majority of our board of directors, the chairperson of the board or the President/Chief Executive Officer believed the matter
should be considered or until the next annual meeting provided that the requestor met the notice requirements. The restriction
on the ability of stockholders to call a special meeting means that a proposal to replace the board also could be delayed until
the next annual stockholders meeting.
These provisions may have the effect of deterring hostile takeovers
or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability
in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve
an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition
proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions
could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit
fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
DESCRIPTION OF DEBT
SECURITIES
The following description, together with the additional
information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities
that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities
we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail
in the applicable prospectus supplement. The terms of any debt securities we offer under a prospectus supplement may differ from
the terms we describe below.
The following summary description, together with
the additional information we may include in any applicable prospectus supplements does not purport to be complete and is subject
to, and qualified in its entirety by reference to, all the provisions of the indenture, any indenture supplement and the terms
of the debt securities, including, in each case, the definitions therein of certain terms. We will file each of these documents,
as applicable, with the Commission and incorporate them by reference as an exhibit to the registration statement of which this
prospectus is a part on or before the time we issue a series of debt securities. See “Where You Can Find Additional Information”
and “Incorporation of Certain Documents by Reference” below for information on how to obtain a copy of a document when
it is filed. The specific terms of the debt securities as described in a prospectus supplement, information incorporated by reference,
or free writing prospectus will supplement and, if applicable, may modify or replace the general terms described in this section.
The indentures will be qualified under the Trust Indenture Act
of 1939, as amended. We use the term “debenture trustee” to refer to either the trustee under the senior indenture
or the trustee under the subordinated indenture, as applicable.
The following summaries of material provisions of the senior
debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference
to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable
prospectus supplements related to the debt securities that we sell under this prospectus, as well as the indenture that would contain
the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture
would be identical.
General
We will describe in each prospectus supplement the following
terms relating to a series of debt securities:
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the principal amount being offered and, if a series, the total amount authorized and the total amount outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of debt securities in global form, the terms and who the depositary will be;
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is
not a U.S. person for tax purposes and whether we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will
begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place where payments will be payable;
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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions and the terms of those redemptions provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund
provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency
or currency unit in which the debt securities are payable;
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whether the indenture will restrict our ability and/or the ability of our subsidiaries to:
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incur additional indebtedness;
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issue additional securities;
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pay dividends and make distributions in respect of our capital stock and the capital stock of our subsidiaries;
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place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make investments or other restricted payments;
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sell or otherwise dispose of assets;
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enter into sale-leaseback transactions;
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engage in transactions with stockholders and affiliates;
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issue or sell stock of our subsidiaries; or
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effect a consolidation or merger;
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whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;
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a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities;
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information describing any book-entry features;
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provisions for a sinking fund purchase or other analogous fund, if any;
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whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original
issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional
events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable
under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the prospectus supplement
the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities.
We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We
may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders of the
series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Any successor to or acquiror of the indentures must assume all
of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible for our
other securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property
must make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have
received if they had converted the debt securities before the consolidation, merger or sale.
Events of Default Under the Indenture
Unless otherwise provided in any applicable prospectus supplement,
documents incorporated by reference or free writing prospectus, the following will be events of default under the indenture with
respect to each series of debt securities issued thereunder:
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if we fail to pay interest when due and payable and our failure continues for 30 days, or within such other time period as
may be specified in the applicable indenture, and the time for payment has not been extended or deferred;
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if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time for payment has
not been extended or delayed;
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(c)
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if specified events of bankruptcy, insolvency or reorganization occur; and
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(d)
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if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant
specifically relating to another series of debt securities, and our failure continues for 60 days, or within such other time period
as may be specified in the applicable indenture, after we receive notice from the debenture trustee or holders of at least a majority
in principal amount of the outstanding debt securities of an affected series, or such other percentage as may be specified in the
applicable indenture, in aggregate principal amount of the outstanding debt securities of the applicable series.
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If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default specified in subsection (d) above, the debenture trustee or the
holders of at least 25%, or such other percentage as may be specified in the applicable indenture, in aggregate principal amount
of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given
by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately.
If an event of default specified in subsection (d) above occurs with respect to us, the principal amount of and accrued interest,
if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part
of the debenture trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default
or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights
or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless
such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt
securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action that might involve
it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series will only have
the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:
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the holder has given written notice to the debenture trustee of a continuing event of default with respect to that series;
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the holders of at least 25% (or, in the case of a default of the type described under subsection (d) above, a majority in principal
amount of the outstanding debt securities of an affected series) or such other percentage as may be specified in the applicable
indenture, in aggregate principal amount of the outstanding debt securities of that series have made written request, and such
holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and
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the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series other conflicting directions within 60 days, or within such other time
period as may be specified in the applicable indenture, after the notice, request and offer of indemnity.
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These limitations do not apply to a suit instituted by a holder
of debt securities if we default in the payment of the principal premium, if any, or interest on, the debt securities.
We will periodically file statements with the debenture trustee
regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change an indenture without
the consent of any holders with respect to specific matters:
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to evidence the succession of another corporation to us and the assumption by any such successor of our covenants in such indenture
and in the debt securities issued thereunder;
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to add to our covenants or to surrender any right or power conferred on us pursuant to the indenture;
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to establish the form and terms of debt securities issued thereunder;
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to evidence and provide for a successor trustee under such indenture with respect to one or more series of debt securities
issued thereunder or to provide for or facilitate the administration of the trusts under such indenture by more than one trustee;
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to cure any ambiguity, to correct or supplement any provision in the indenture that may be defective or inconsistent with any
other provision of the indenture or to make any other provisions with respect to matters or questions arising under such indenture;
provided that no such action adversely affects the interests of the holders of any series of debt securities issued thereunder
in any material respect;
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to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of securities under the indenture;
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to add any additional events of default with respect to all or any series of debt securities;
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to supplement any of the provisions of the indenture as may be necessary to permit or facilitate the defeasance and discharge
of any series of debt securities, provided that such action does not adversely affect the interests of any holder of an outstanding
debt security of such series or any other security in any material respect;
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to make provisions with respect to the conversion or exchange rights of holders of debt securities of any series;
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to pledge to the trustee as security for the debt securities of any series any property or assets;
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to add guarantees in respect of the debt securities of one or more series;
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to change or eliminate any of the provisions of the indenture, provided that any such change or elimination becomes effective
only when there is no security of any series outstanding created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision;
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to provide for certificated securities in addition to or in place of global securities;
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to qualify such indenture under the Trust Indenture Act of 1939, as amended;
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with respect to the debt securities of any series, to conform the text of the indenture or the debt securities of such series
to any provision of the description thereof in our offering memorandum or prospectus relating to the initial offering of such debt
securities, to the extent that such provision, in our good faith judgment, was intended to be a verbatim recitation of a provision
of the indenture or such securities; or
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to make any other change that does not adversely affect the rights of holders of any series of debt securities issued thereunder
in any material respect.
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In addition, under the indentures, the rights of holders of
a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the
debenture trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of the series of debt securities; or
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable
upon the redemption of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver; or
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make any change that adversely affects the right to convert or exchange any security into or for common stock or other securities,
cash or other property in accordance with the terms of the applicable debt security.
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Each indenture provides that we can elect to be discharged from
our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations
to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the debenture trustee;
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compensate and indemnify the debenture trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged, we must deposit
with the debenture trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest
on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, the American Stock Transfer & Trust
Company, LLC or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal
Ownership of Securities” for a further description of the terms relating to any book-entry securities.
At the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities
for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required
by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us
for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We
may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the
office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.
If we elect to redeem the debt securities of any series, we
will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of
business 15 days, or within such other time period as may be specified in the applicable indenture, before the day of mailing of
a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day
of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part.
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Repurchases on the Open Market
We, or an affiliate of ours, may at any time or from time to
time repurchase any debt security in the open market or otherwise. Such debt securities may, at our option (or our affiliate’s
option), be held, resold or surrendered to the trustee for cancellation.
Information Concerning the Debenture
Trustee
The debenture trustee, other than during the occurrence and
continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in
the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same degree of care as
a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee
is under no obligation to exercise any of the powers given him or her by the indentures at the request of any holder of debt securities
unless he or she is offered reasonable security and indemnity against the costs, expenses and liabilities that he or she might
incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement,
we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities,
or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest on the
debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer
to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the
debenture trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable
prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will
maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the debenture trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two
years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be unsecured and will
be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.
The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit
us from issuing any other secured or unsecured debt.
DESCRIPTION OF WARRANTS
The following description, together with
the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the
terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series
of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under that prospectus supplement
may differ from the terms described below.
The following summary description, together
with the additional information we may include in any applicable prospectus supplements, does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the form of warrant agreement and form of warrant certificate relating
to each series of warrants that will be incorporated by reference as an exhibit to the registration statement that includes this
prospectus or as an exhibit to a current report on Form 8-K, if we offer warrants.
General
We will describe in the applicable prospectus
supplement the terms of the series of warrants, including:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders
of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to
receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to
purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable
prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise
the warrants at any time up to 5:00 P.M. Eastern Time on the expiration date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering
the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth
on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the
warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and
the warrant certificate properly completed and duly executed at the corporate office of the warrant agent or any other office indicated
in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than
all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the
remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
Enforceability of Rights by Holders of
Warrants
Any warrant agent will act solely as our
agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder
of any warrant. A single warrant agent may act as warrant agent for more than one issue of warrants. A warrant agent will have
no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or
responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without
the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise,
and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF RIGHTS
We may issue rights to purchase our debt
securities, common stock, preferred stock or other securities. These rights may be issued independently or together with any other
security offered hereby and may or may not be transferable by the stockholder receiving the rights in such offering. In connection
with any offering of such rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant
to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such
offering.
Each series of rights will be issued under a separate rights
agreement which we will enter into with a rights agent, all which will be set forth in the relevant offering material. The rights
agent will act solely as our agent in connection with the certificates relating to the rights and will not assume any obligation
or relationship of agency or trust with any holders of rights certificates or beneficial owners of rights.
The following description is a summary of selected provisions
relating to rights that we may offer. The summary is not complete. When rights are offered in the future, a prospectus supplement,
information incorporated by reference or a free writing prospectus, as applicable, will explain the particular terms of those securities
and the extent to which these general provisions may apply. The specific terms of the rights as described in a prospectus supplement,
information incorporated by reference, or free writing prospectus will supplement and, if applicable, may modify or replace the
general terms described in this section.
This summary and any description of rights in the applicable
prospectus supplement, information incorporated by reference or free writing prospectus is subject to and is qualified in its entirety
by reference to the rights agreement and the rights certificates. We will file each of these documents, as applicable, with the
Commission and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on
or before the time we issue a series of rights. See “Where You Can Find Additional Information” and “Incorporation
of Certain Documents by Reference” below for information on how to obtain a copy of a document when it is filed.
The applicable prospectus supplement, information incorporated
by reference or free writing prospectus may describe:
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in the case of a distribution of rights to our stockholders, the date of determining the stockholders entitled to the rights
distribution;
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in the case of a distribution of rights to our stockholders, the number of rights issued or to be issued to each stockholder;
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the exercise price payable for the underlying debt securities, common stock, preferred stock or other securities upon the exercise
of the rights;
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the number and terms of the underlying debt securities, common stock, preferred stock or other securities which may be purchased
per each right;
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the extent to which the rights are transferable;
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the date on which the holder’s ability to exercise the rights shall commence and the date on which the rights shall expire;
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the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities;
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if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with
the offering of such rights; and
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any other terms of the rights, including, but not limited to, the terms, procedures, conditions and limitations relating to
the exchange and exercise of the rights.
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The provisions described in this section, as well as those described
under “Description of Debt Securities” and “Description of Capital Stock” above, will apply, as applicable,
to any rights we offer.
DESCRIPTION
OF UNITS
The following description, together
with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and
provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units
in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may
differ from the terms described below. The following summary description, together with the additional information we may
include in any applicable prospectus supplements does not purport to be complete and is subject to and qualified in its
entirety by reference to the form of unit agreement and form of unit certificate relating to each series of units that will
be incorporated by reference as an exhibit to the registration statement that includes this prospectus or as an exhibit to a
current report on Form 8-K, if we offer units.
General
We may issue units comprised of common stock, preferred stock,
debt securities, debt obligations of third parties, including U.S. treasury securities, warrants or any combination thereof. Each
unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of
a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued
may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before
a specified date.
We will describe in the applicable prospectus supplement the
terms of the series of units, including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any provisions of the governing unit agreement that differ from those described below; and
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the
units.
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The provisions described in this section, as well as those described
under “Description of Capital Stock,” “Description of Debt Securities” and “Description of Warrants”
will apply to each unit and to any common stock, preferred stock, debt security or warrants included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and
in such numerous distinct series as we determine.
Enforceability of Rights by Holders of
Units
Any unit agent will act solely as our agent
under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any
unit. A single unit agent may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility
in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit
agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in
the unit.
Title
We, any unit agents and any of their agents
may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any
purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
See “Legal Ownership of Securities” below.
For a more thorough description and historical analysis of our
common equity, please see the section of our Form 10-K filed with the Commission on March 14, 2017, Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
LEGAL OWNERSHIP OF
SECURITIES
We can issue securities in registered form or in the form of
one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities
registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this purpose
as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect
holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued
in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will
specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered
in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate
in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn,
hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized
as the holder of that security. Securities issued in global form will be registered in the name of the depositary or its participants.
Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities and we
will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants,
which in turn, pass the payments along to their customers who are the beneficial owners. The depositary and its participants do
so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of
the securities.
As a result, investors in a book-entry security will not own
securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as
the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities in non-global
form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities
held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor
chooses and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that
institution.
For securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those
securities and we will make all payments on those securities to them. These institutions pass along the payments they receive to
their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they
are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any applicable
trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations
to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the
case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities
only in global form.
For example, once we make a payment or give a notice to the
holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary
participants or customers or by law, to pass it along to the indirect holders, but does not do so. Similarly, we may want to obtain
the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply
with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders,
and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted
in the future;
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to
act to protect their interests; and
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
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Global Securities
A global security is a security that represents one or any other
number of individual securities held by a depositary. Generally, all securities represented by the same global securities will
have the same terms.
Each security issued in book-entry form will be represented
by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The
financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus
supplement, Computershare Trust Company, 8742 Lucent Blvd., Suite 225, Highlands Ranch, CO 80129 will be the depositary for all
securities issued in book-entry form.
A global security may not be transferred to or registered in
the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise.
We describe those situations below under “Special Situations When a Global Security Will Be Terminated.” As a result
of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented
by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary
or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder
of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security indicates
that the security will be issued in global form only, then the security will be represented by a global security at all times unless
and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing
system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights relating to
a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as
well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security,
an investor should be aware of the following:
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An investor cannot cause the securities to be registered in his or her name and cannot obtain non-global certificates for his
or her interest in the securities, except in the special situations we describe below;
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An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection
of his or her legal rights relating to the securities, as we describe above;
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An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that
are required by law to own their securities in non-book-entry form;
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An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing
the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters
relating to an investor’s interest in a global security. We and any applicable trustee have no responsibility for any aspect
of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not
supervise the depositary in any way;
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The depositary may, and we understand that Computershare Trust Company, N.A. will, require that those who purchase and sell
interests in a global security within its book- entry system use immediately available funds, and your broker or bank may require
you to do so as well; and
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Financial institutions that participate in the depositary’s book-entry system and through which an investor holds its
interest in a global security may also have their own policies affecting payments, notices and other matters relating to the securities.
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There may be more than one financial intermediary in the chain
of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security
Will Be Terminated
In a few special situations described below, the global security
will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange,
the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own
banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct
holders. We have described the rights of holders and street name investors above.
The global security will terminate when the following special
situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global
security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or
waived.
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The prospectus supplement may also list additional situations
for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement.
When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names
of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus
separately or together through any of the following methods:
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to or through one or more underwriters or dealers in a public offering and sale by them;
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through block trades in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as
agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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through any combination if these methods of sale; or
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in any manner, as provided in the applicable prospectus supplement.
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We may distribute securities from time to time in one or more
transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the times of sale;
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at prices related to such prevailing market prices; or
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We will describe the method of distribution of the securities
in the applicable prospectus supplement. We may also determine the price or other terms of the securities offered under this prospectus
by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how potential investors
may participate in the auction and the nature of the obligations of the underwriter, dealer or agent in the applicable prospectus
supplement.
Unless otherwise specified in the applicable prospectus supplement,
each class or series of securities will be a new issue with no established trading market, other than our common stock, which is
traded on the Nasdaq Capital Market. We may elect to list any other class or series of securities on any exchange, but we are not
obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any
assurance as to the liquidity of the trading market for any of the securities.
Underwriters, dealers or agents may receive compensation in
the form of discounts, concessions or commissions from us or our purchasers (as their agents in connection with the sale of the
securities). In addition, underwriters may sell the securities to or through dealers, and those dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they
act as agent. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a result,
discounts, commissions, or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts
and commissions. The prospectus supplement will identify any such underwriter, dealer or agent, and describe any compensation received
by them from us. Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus
supplement. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
We may sell the securities directly or through agents we designate
from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions
we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a
best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by
certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus
supplement.
Underwriters, dealers and agents may be entitled to indemnification
by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments
made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.
Any person participating in the distribution of common stock
registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Exchange
Act, and the applicable Commission rules and regulations, including, among others, Regulation M, which may limit the timing of
purchases and sales of any of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person
engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions
may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities
with respect to our common stock.
We may grant underwriters who participate in the distribution
of the securities an option to purchase additional securities to cover overallotments, if any, in connection with the distribution.
Any underwriter may engage in overallotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M that stabilize, maintain or otherwise affect the price of the offered securities. Overallotment involves sales
in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the
common stock in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction
to cover short positions. Those activities may cause the price of the common stock to be higher than it would otherwise be. If
commenced, the underwriters may discontinue any of the activities at any time. If any such activities will occur, they will be
described in the applicable prospectus supplement.
Underwriters or agents and their associates may be customers
of, engage in transactions with or perform services for us in the ordinary course of business and any such relationships will be
described in the applicable prospectus supplement.
If more than 10% of the net proceeds of any offering of securities
made under this prospectus will be received by the Financial Industry Regulatory Authority (“FINRA”) members participating
in the offering or affiliates or associated persons of such FINRA members, the offering will be conducted in accordance with FINRA
Conduct Rule 5110(h).
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters
Johnson, Pope, Bokor, Ruppel & Burns, LLP, Clearwater, Florida
will pass upon the validity of the shares of common stock offered hereby unless otherwise indicated in the applicable prospectus
supplement. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we name
in the applicable prospectus supplement.
No expert or counsel named in this prospectus as having prepared
or having certified any part of this prospectus or having given an opinion upon the validity of the securities being registered
or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parent or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Experts
The consolidated financial statements of CUI Global,
Inc. and Subsidiaries as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016,
and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016, have
been incorporated by reference herein and in the registration statement in reliance upon the reports of Perkins & Company,
P.C., independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Commission a registration statement on
Form S-3 pursuant to the Securities Act of 1933, as amended, with respect to the offer, issuance and sale of the shares of our
common stock being registered herein. This Prospectus does not contain all of the information set forth in the registration statement.
For further information with respect to us and the shares of our common stock to be sold in this offering, we make reference to
the registration statement.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and are required to file annual, quarterly and current reports, proxy statements and other information with
the Commission. You may read and copy all or any portion of the registration statement or any other information, which we filed
at the Commission's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. The address for the Commission's
public reference room in Washington, D.C. is U.S. Securities and Exchange Commission, 100 "F" Street, N.E., Washington,
DC 20549. You may request copies of these documents, upon payment of a duplicating filing fee, by writing to the Commission. Please
call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings with
the Commission are also available to you free of charge at the Commission's web site at http://www.sec.gov and our Company website
at www.CUIGlobal.com.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The Commission allows us to incorporate by reference the information
we file with them under certain conditions, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be a part of this prospectus and any information that we
file subsequent to this prospectus with the Commission will automatically update and supersede this information. Our Exchange Act
reports are filed under Commission file number 0-29923. The documents we are incorporating by reference are as follows:
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Our annual report on Form 10-K for the year ended December 31, 2016 filed with the Commission March 14, 2017;
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Our current reports on Form 8-K filed with the Commission on December 1, 2016 and December 11, 2015;
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Our Definitive Proxy Statement on Form 14A filed with the Commission on October 11, 2016.
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All documents filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the initial filing date of this prospectus, through the date declared effective, until the
termination of the offering of securities contemplated by this prospectus shall be deemed to be incorporated by reference into
this prospectus. These documents that we file later with the Securities and Exchange Commission and that are incorporated by reference
in this prospectus will automatically update information contained in this prospectus or that was previously incorporated by reference
into this prospectus. You will be deemed to have notice of all information incorporated by reference in this prospectus as if that
information was included in this prospectus.
You should rely only on the information incorporated by reference
or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information.
We are not making an offer of these securities in any state where the offer is not permitted. Do not assume that the information
in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of these documents.
The Company will provide to each person, including any beneficial
owner, to whom a prospectus is delivered:
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a copy of any or all of the information that has been incorporated by reference in the prospectus, but not delivered with the
prospectus;
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(ii)
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we will provide this information upon written or oral request;
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(iii)
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we will provide this information at no cost to the requester.
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Contact us at:
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CUI Global, Inc.
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20050 SW 112th Avenue
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Tualatin, Oregon 97062
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Phone us at:
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(503) 612-2300
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Email us at:
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Investors@CUIGlobal.com
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Copies online at:
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www.CUIGlobal.com.
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DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities may be invoked to
disclaim liability for damages arising under the Securities Act of 1933, as amended, or the Securities Act of 1934 (collectively,
the "Acts"), as amended, it is the position of the Commission that such indemnification is against public policy as expressed
in the Acts and are therefore, unenforceable.
The
information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Prospectus Supplement
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Subject to Completion, Dated March ___, 2017
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Up to $30,000,000
Common Stock
CUI Global, Inc. (“CUI”)
has entered into an At the Market Offering Agreement with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), or the
offering agreement, relating to shares of our common stock, par value $0.001, offered by this prospectus supplement. In accordance
with the terms of the offering agreement, we may offer and sell shares of our common stock having an aggregate offering price of
up to $30,000,000 from time to time through H.C. Wainwright, acting as agent. Sales of our common stock, if any, under this prospectus
supplement may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415(a)(4) under the
Securities Act of 1933, as amended, or the Securities Act.
Our common stock trades on the Nasdaq Capital Market under the
symbol “CUI.” On March 2, 2017, the last reported sale price of the common stock on the Nasdaq Capital Market was $6.51
per share.
H.C. Wainwright will act as sales agent and use commercially
reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell on our behalf
all of the shares of common stock requested to be sold by us, on mutually agreed terms between H.C. Wainwright and us. There is
no arrangement for funds to be received in any escrow, trust or similar arrangement. H.C. Wainwright will be entitled to a placement
fee equal to 1.5% of the gross sales price of the shares sold. In connection with the sale of our common stock on our behalf, H.C.
Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of H.C.
Wainwright will be deemed to be underwriting commissions or discounts.
As of March 2, 2017, the aggregate market value of our outstanding
common stock held by non-affiliates, or the public float, was approximately $104,684,081 based on 20,949,119 shares of outstanding
stock, of which 16,080,504 are held by non-affiliates, and a per share price of $6.51, which was the closing sale price of our
common stock on March 2, 2017.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS DESCRIBED IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS AND
IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT. SEE “RISK FACTORS” BEGINNING ON PAGE S-7.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
is truthful or complete. Any representation to the contrary is a criminal offense.
Rodman & Renshaw
a unit of H.C. Wainwright & Co.
The date of this prospectus
supplement is , 2017
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration
statement that we have filed with the Securities and Exchange Commission, (the “SEC”), utilizing a “shelf”
registration process. Under this process, we may, from time to time, offer shares of our common stock having an aggregate offering
price of up to $30,000,000, from time to time, under this prospectus supplement at prices and on terms to be determined by market
conditions at the time of offering.
We provide information to you about this offering of shares
of our common stock in two separate documents that are bound together: (1) this offering agreement prospectus supplement, which
describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides general information,
some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both
documents combined. If information in this offering agreement prospectus supplement is inconsistent with the accompanying base
prospectus, you should rely on this prospectus supplement. However, if any statement in one of these documents is inconsistent
with a statement in another document having a later date, for example, a document incorporated by reference in this prospectus,
the statement in the document having the later date modifies or supersedes the earlier statement as our business, financial condition,
results of operations and prospects may have changed since the earlier dates.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely
for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current state of our affairs.
You should rely only on the information contained
in, or incorporated by reference into, this prospectus and in any free writing prospectus that we may authorize for use in connection
with this offering. We have not, and H.C. Wainwright has not, authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and H.C. Wainwright is
not, making an offer to sell or soliciting an offer to buy our securities in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus, the documents incorporated
by reference into this prospectus, and in any free writing prospectus that we may authorize for use in connection with this offering,
is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects
may have changed since those dates. You should read this prospectus, the documents incorporated by reference into this prospectus,
and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making
an investment decision. You should also read and consider the information in the documents to which we have referred you in the
sections of this prospectus entitled “Where You Can Find Additional Information” and “Incorporation of Certain
Documents By Reference.”
We are offering to sell, and seeking offers
to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus
and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come
into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the
common stock and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not
be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by
any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Unless the context requires otherwise or
unless otherwise noted, all references to "CUI," “the Company,” "we," "us" or "our"
are to CUI Global, Inc., a Colorado corporation, and its subsidiaries.
This prospectus and the information incorporated
by reference herein and therein include trademarks, service marks and trade names owned by us or other companies. All trademarks,
service marks and trade names included or incorporated by reference into this prospectus are the property of their respective owners.
PROSPECTUS SUMMARY
The following summary highlights certain information contained
elsewhere in this prospectus supplement, the accompanying base prospectus, any free writing prospectus that we have been authorized
to use and the documents incorporated by reference herein and in the accompanying base prospectus. This summary does not contain
all the information you will need in making your investment decision. You should carefully read this entire prospectus supplement,
the accompanying base prospectus, any free writing prospectus that we have been authorized to use and the documents incorporated
by reference herein and in the accompanying base prospectus. You should pay special attention to the “Risk Factors”
section of this prospectus and the financial statements and other information incorporated by reference in this prospectus.
Company Overview
We are a specialized provider of natural gas inferential quality
metering devices and power management and other electromechanical components for electronic devices and equipment. We offer both
standardized products and customized solutions to our customer base. Our product portfolio is extensive and we are dedicated to,
and focused on, growing it further by acquiring, developing, and commercializing innovative electronic technologies and products.
We are led by a management team and board of directors that
possess substantial experience in our industries. We have decades of experience in the natural gas and electronics industries that
we use to identify and acquire or license market-ready technologies. Small product engineering firms, individual entrepreneurs,
and a variety of other sources comprise our potential pool of acquisition targets and technology licensing partners. These entities
often possess exciting technologies, but lack the necessary manufacturing, distribution, and financial resources to commercialize
their ideas. We possess these capabilities and can serve as a value-added partner in commercialization, developing supplier-customer
relationships, and providing liquidity to the technology owner. We believe we have a track record of acquiring or licensing and
then commercializing advanced, market-ready technologies due to our management team’s history, as well as to the marketing,
sales, research and development and engineering resources that we are willing to dedicate to commercializing new products.
After we identify potential market-ready technologies, we put
considerable effort into our due diligence process to verify that demand for the technology exists, that the technology will have
synergies with our diverse product portfolio, and that the technology will achieve its intended design capabilities. If we are
successful in completing an acquisition, we assign a team of engineers, market specialists, and sales executives to implement our
commercialization strategy. Our ‘‘end-to-end’’ strategy incorporates branding; conducting market and product
surveys to determine demand, the potential customer base, target geographic and end markets; and identifying appropriate commercialization
partners. We utilize contract manufacturers located in mainland China, Japan, South Korea, Taiwan, and the United Kingdom for production.
Additional details on these products are contained in our annual
report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 14, 2017.
Company Information
Our corporate headquarters are located at 20050 SW 112 Avenue,
Tualatin, Or 97062. Our telephone number is (503) 612-2300, and our website address is www.CUIGlobal.com. The information on or
accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus and should
not be relied upon in connection with making any investment in our securities.
The common stock of CUI Global, Inc. is listed on Nasdaq under
symbol “CUI”.
THE OFFERING
Common stock to be offered by us
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Shares of our common stock having an aggregate offering price
of up to $30,000,000.
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Common shares outstanding after this offering *
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Up to 25,557,414 shares, assuming sales price of $6.51 per share,
which was the closing price of our common stock on the NASDAQ on March 2, 2017. The actual number of shares issued will vary depending
on the sales price under this offering.*
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Manner of offering
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An “at-the-market” offering of shares of common
stock that may be made from time to time through our sales agent, H.C. Wainwright & Co., LLC. See “Plan of Distribution”
on page S-11.
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Use of Proceeds
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We intend to use the net proceeds primarily for general corporate
purposes, which may include operating expenses, working capital to improve and promote our commercially available products, advance
product candidates, future acquisitions or share repurchases, expand international presence and commercialization, general capital
expenditures and satisfaction of debt obligations. See “Use of Proceeds” on page S-9.
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NASDAQ Capital Market symbol
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“CUI”
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Risk factors
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Before investing in our common stock, you should carefully read
and consider the “Risk Factors” beginning on page S-7 of this prospectus, and the risks set forth under the caption
of Item 1A Risk Factors included in our most recent Annual Report on Form 10-K for the year ended December 31, 2016, and any documents
incorporated by reference, for certain considerations relevant to an investment in our common stock.
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* The number of shares of common stock outstanding after this
offering is based on approximately 20,949,119 shares of common stock outstanding as of March 2, 2017, and a total offering of an
aggregate of 4,608,295 shares of our common stock at a public offering price of $6.51 per share, which was the last reported sale
price of our common stock on the Nasdaq Capital Market on March 2, 2017, and excludes as of March 2, 2017, 964,680 shares of common
stock issuable upon the exercise of stock options outstanding at a weighted average exercise price of $6.32 per share and 1,527,695
additional shares of common stock reserved for issuance under our stock option plan.
RISK FACTORS
Investing in our securities involves a high degree of risk.
You should carefully consider the specific risks described below and the risks described in our Annual Report on Form 10-K for
the year ended December 31, 2016, which is incorporated by reference in this prospectus in their entirety, as well as the other
information contained in this prospectus and the other documents incorporated by reference, before making an investment decision.
See the sections of this prospectus entitled “Where You Can Find Additional Information” and “Incorporation of
Certain Information by Reference.” Any of the risks we describe below or in the information incorporated herein by reference
in this prospectus could cause our business, financial condition or operating results to suffer. The market price of our common
stock could decline if one or more of these risks and uncertainties develop into actual events. You could lose all or part of your
investment.
A substantial number of shares may be sold in the market
following this offering, which may depress the market price for our common stock.
Sales of additional shares of our common stock in the public
market during this offering could cause the market price of our common stock to decline. Although, there can be no assurance that
all $30,000,000 worth of shares being offered under this prospectus will be sold or the price at which any such shares might be
sold, assuming that an aggregate of 4,608,295 shares of our common stock are sold during the term of the offering agreement with
H.C. Wainwright, for example, at a price of $6.51 per share which was the last reported sale price of our common stock on the Nasdaq
Capital Market on March 2, 2017. Upon completion of this offering, based on our shares outstanding as of March 2, 2017, we will
have outstanding an aggregate of 25,557,414 shares of common stock, assuming no exercise of outstanding stock options and no purchases
of stock under our employee stock incentive plan. A substantial majority of the outstanding shares of our common stock are, and
all of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under
the Securities Act of 1933, as amended, or the Securities Act, unless these shares are owned or purchased by “affiliates”
as that term is defined in Rule 144 under the Securities Act. In addition, we have also registered all of the shares of common
stock that we may issue under our outstanding employee stock incentive plans. As of March 2, 2017, 964,680 shares of common stock
were issuable upon the exercise of outstanding stock options at a weighted average exercise price of $6.32 per share and 1,527,695
additional shares of common stock reserved for issuance under our stock option plan.
Management will have broad discretion as to the use of proceeds
from this offering and we may use the net proceeds in ways with which you may disagree.
We intend to use the net proceeds of this offering for general
corporate purposes, which may include operating expenses, working capital to improve and promote our commercially available products,
advance product candidates, expand international presence and commercialization, general capital expenditures and satisfaction
of debt obligations. Our management will have broad discretion in the application of the net proceeds from this offering and could
spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. Accordingly,
you will be relying on the judgment of our management with regard to the use of net proceeds, and you will not have the opportunity,
as part of your investment decision, to assess whether the proceeds are being used appropriately. Our failure to apply these funds
effectively could have a material adverse effect on our business, delay the development of our product candidates and cause the
price of our common stock to decline.
You may experience future dilution as a result of this offering,
future equity offerings or other equity issuances.
We cannot assure you that we will not need to raise substantial
capital in addition to the amounts we may raise in this offering. In order to raise such capital, we may in the future offer and
issue additional shares of our common stock or other securities convertible into or exchangeable for our common stock. We cannot
assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to
or greater than the price per share paid by investors in this offering from time to time, and investors purchasing shares or other
securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares
of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher
or lower than the price per share in this offering.
We do not anticipate paying dividends on our common stock
in the foreseeable future.
We currently plan to invest all available funds, including the
proceeds from this offering, and future earnings, if any, in the development and growth of our business. We currently do not anticipate
paying any cash dividends on our common stock in the foreseeable future. As a result, a rise in the market price of our common
stock, which is uncertain and unpredictable, will be your sole source of potential gain in the foreseeable future and you should
not rely on an investment in our common stock for dividend income.
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
This prospectus and the documents we incorporate by reference
in this prospectus contains forward-looking statements. All statements, other than statements of historical facts, included or
incorporated in this prospectus regarding our strategy, future operations, financial position, future revenues, projected costs,
prospects, plans and objectives of management are forward-looking statements. We may, in some cases, use words such as “believe,”
“anticipate,” “should,” “intend,” “plan,” “will,” “estimate,”
“project,” “expect” and similar expressions, although not all forward-looking statements contain these
identifying words. These statements are based on assumptions and assessments made by our management in light of its experience
and its perception of historical trends, current conditions, expected future developments and other factors our management believes
to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including those risks described
or incorporated by reference in this prospectus under “Risk Factors” above.
Forward-looking statements included or incorporated
by reference in this prospectus include, for example, statements about: our plans to target our existing products or product variations
for new markets and for new uses and applications; our plans and expectations with respect to growth in sales of our Power Segment
product lines and with respect to our GasPT and VE-Probe technologies; our ability and plans to develop, register and commercialize
additional new product candidates and bring new products to market across multiple categories faster and at a lower cost than other
developers of electromechanical and power and energy products, including research, development and field trial plans; our belief
that challenges facing the use of GasPT and VE-Probe technologies will continue to grow; our beliefs regarding market adoption
of our energy products and our ability to compete in our target markets; our intention to maintain existing, and develop new supply,
sales and distribution channels and extend market access; expectations regarding potential future payments under strategic collaboration
and development agreements; our plans and expectations relating to our debt agreements our plans to grow our business while improving
efficiency; taking measures to reduce expenses and expanding our sales and marketing team; our plans with respect to manufacturing;
our plans to seek third-party collaborations to develop and commercialize more product candidates; our intention to continue to
devote significant resources toward our proprietary technology and research and development; our ability to protect our intellectual
property in the United States and abroad; our anticipated impact of certain accounting pronouncements; our ability to use tax carryforwards;
our expectations regarding market risk, including interest rate changes, foreign currency fluctuations and commodity price changes;
and our future financial and operating results.
Any such forward-looking statements are not guarantees of future
performance and actual results, developments and business decisions may differ from those contemplated by such forward-looking
statements. We disclaim any duty to update any forward-looking statements. You should also carefully consider other information
set forth in reports or other documents that we file with the Securities and Exchange Commission.
USE OF PROCEEDS
The amount of proceeds from this offering will depend upon the
number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be
able to sell any shares under or fully utilize the offering agreement with H.C. Wainwright.
The net proceeds from the sale of securities offered by this
prospectus will be used for general corporate purposes, which may include operating expenses, working capital to improve and promote
our commercially available products, advance product candidates, future acquisitions or share repurchases, expand international
presence and commercialization, general capital expenditures and satisfaction of debt obligations. We will have significant discretion
in the use of any net proceeds. The net proceeds may be invested temporarily in interest-bearing accounts and short-term interest-bearing
securities until they are used for their stated purpose. We may provide additional information on the use of the net proceeds from
the sale of the offered securities in an applicable prospectus supplement relating to the offered securities.
DILUTION
Dilution per share to new investors is defined herein as the
difference between the amount per share paid by purchasers for our common stock in this offering and the net tangible book value
per share of our common stock immediately following the completion of this offering.
If you invest in our common stock, your interest will be diluted
immediately to the extent of the difference between the public offering price per share of our common stock and the as adjusted
net tangible book value per share of common stock after this offering.
Net tangible book value per share represents the amount of our
total tangible assets less total liabilities divided by the total number of shares of our common stock outstanding.
The net tangible book value of our common stock as of December
31, 2016, was approximately $12,309,026 , or approximately $0.59 per share.
After giving effect to the sale of shares of common
stock offered by this prospectus at an assumed public offering price of $6.51 per share (the last reported sale price of our common
stock on the Nasdaq Capital Market on March 2, 2017), and after deducting commissions and estimated aggregate offering expenses
payable by us, our adjusted net tangible book value as of December 31, 2016, would have been approximately $41,691,936, or approximately
$1.63 per share. This represents an immediate increase in adjusted net tangible book value per share of approximately $1.04 and
an immediate dilution in adjusted net tangible book value per share to purchasers of our common stock in this offering of approximately
$4.88, as illustrated by the following table:
Assumed public offering price per share
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$
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6.51
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Net tangible book value per share at December 31, 2016
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$
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0.59
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Increase in net tangible book value per share attributable to investors purchasing our common stock in this offering
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$
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1.04
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As adjusted net tangible book value per share as of December 31, 2016, after giving effect to this offering
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$
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1.63
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Dilution per share to investors purchasing our common stock in this offering
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$
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4.88
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The table above assumes for illustrative purposes that an aggregate
of 4,608,295 shares of our common stock are sold at a price of $6.51 per share, the last reported sale price of our common stock
on the Nasdaq Capital Market on March 2, 2017, for aggregate gross proceeds of approximately $30,000,000. The shares sold in this
offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares
are sold from the assumed offering price of $6.51 per share shown in the table above, assuming all of our common stock in the aggregate
amount of $30,000,000 is sold at that price, would increase our as adjusted net tangible book value per share after the offering
to $1.67 per share and would increase the dilution in net tangible book value per share to new investors to $5.84 per share, after
deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which
the shares are sold from the assumed offering price of $6.51 per share shown in the table above, assuming all of our common stock
in the aggregate amount of $30,000,000 is sold at that price, would increase our as adjusted net tangible book value per share
after the offering to $1.58 per share and would decrease the dilution in net tangible book value per share to new investors to
$3.93 per share, after deducting commissions and estimated aggregate offering expenses payable by us.
The information discussed above is illustrative only and will
adjust based on the actual public offering price and other terms of this offering as determined at pricing.
The above table is based on 20,949,119 shares outstanding as
of March 2, 2017, and excludes as of such date 964,680 shares of common stock issuable upon the exercise of stock options outstanding
under our stock option plans at a weighted average exercise price of $6.32 per share, and 1,527,695 additional shares of common
stock reserved for issuance under outstanding stock options.
To the extent that outstanding options or warrants are exercised
or restricted stock units are settled, you will experience further dilution. In addition, we anticipate the need to raise substantial
additional capital, and to the extent that additional capital is raised through the sale of equity or convertible debt securities
at the same or lower price per share, the issuance of these securities could result in further dilution to our stockholders.
PRICE RANGE
OF COMMON STOCK
Our common stock is traded on the NASDAQ Stock Market under
the trading symbol ‘‘CUI.’’ The following table sets forth, the high and low sales prices of
our common stock on the NASDAQ during each quarter of the two most recent years.
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High
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Low
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2016
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First Quarter
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$
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9.42
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$
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6.18
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Second Quarter
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8.40
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4.85
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Third Quarter
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6.14
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4.01
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Fourth Quarter
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7.39
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4.30
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2015
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First Quarter
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$
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7.57
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$
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5.17
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Second Quarter
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6.02
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4.68
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Third Quarter
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6.02
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4.12
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Fourth Quarter
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7.69
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5.12
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Dividend Policy
The Company has never paid cash dividends on its common stock
and the company does not expect to pay dividends in the foreseeable future.
The Company currently has authorized 325,000,000 common shares,
par value $0.001 per share, and as of March 2, 2017, the Company’s issued and outstanding shares consisted of 20,949,119
shares of common stock of which approximately 20,421,683 shares are freely tradable without restriction or limitation under the
Securities Act. As of March 2, 2017, the Company had in excess of 3,000 beneficial holders of our common stock and in excess
of 2,300 shareholders of record. The actual number of shareholders is greater than this number of record holders and includes shareholders
who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
The holders of Common Stock are entitled
to one vote per share and do not have cumulative voting rights. Holders of the Company’s Common Stock do not have any
pre-emptive or other rights to subscribe for or purchase additional shares of capital stock and no conversion rights, redemption
or sinking-fund provisions.
PLAN OF DISTRIBUTION
We have entered into an offering agreement
with H.C. Wainwright, under which we may issue and sell shares of our common stock having an aggregate gross sales price of up
to $30,000,000 from time to time through H.C. Wainwright acting as a sales agent. Such agreement provides that sales of our common
stock, if any, under this prospectus supplement may be made in sales deemed to be “at-the-market” equity offerings
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act . The offering agreement
has been filed as an exhibit to our registration statement on Form S-3 of which this prospectus forms a part.
H.C. Wainwright will offer the shares of our common stock subject
to the terms and conditions of the offering agreement on a daily basis or as otherwise agreed upon by us and H.C. Wainwright on
any day that: (i) is a trading day for the Nasdaq Capital Market; (ii) we have instructed H.C. Wainwright by telephone to make
such sales; and (iii) we have satisfied the conditions under Section 6 of the offering agreement. We will designate the maximum
number of shares of common stock to be sold through H.C. Wainwright on a daily basis. Subject to the terms and conditions of the
offering agreement, H.C. Wainwright will use its commercially reasonable efforts to sell on our behalf all of the shares of common
stock so designated or determined. We or H.C. Wainwright may suspend the offering of shares of common stock being made through
H.C. Wainwright under the offering agreement upon proper notice to the other party.
We will pay H.C. Wainwright commissions, in cash, for its services
in acting as agent in the sale of our common stock. H.C. Wainwright will be entitled to a placement fee of 1.5% of the gross sales
price of the shares sold. Because there is no minimum offering amount required as a condition to close this offering, the actual
total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to
reimburse H.C. Wainwright for certain specified expenses, including the fees and disbursements of its legal counsel in an amount
not to exceed $50,000, as provided in the offering agreement. We estimate that the total expenses for the offering, excluding compensation
and reimbursements payable to H.C. Wainwright under the terms of the offering agreement, will be approximately $167,090.
Settlement for sales of common stock will occur at 10:00 a.m.
(New York City time), or at some other time that is agreed upon by us and H.C. Wainwright in connection with a particular transaction,
on the third business day following delivery of the shares issued, in return for payment of the net proceeds to us. Sales of our
common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such
other means as we and H.C. Wainwright may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar
arrangement.
H.C. Wainwright will use its commercially reasonable efforts
consistent with its normal trading and sales practices and applicable law and regulations to sell on our behalf all of the shares
of common stock requested to be sold by us, subject to the conditions set forth in the offering agreement. In connection with the
sale of the common stock on our behalf, H.C. Wainwright will be deemed to be an “underwriter” within the meaning of
the Securities Act and the compensation of H.C. Wainwright will be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to H.C. Wainwright against certain civil liabilities, including liabilities
under the Securities Act.
The offering of our common stock pursuant to the offering agreement
will terminate as permitted therein. We may terminate the offering agreement at any time upon 5 days’ prior notice.
H.C. Wainwright and its affiliates may in the future provide
various investment banking, commercial banking and other financial services for us and our affiliates, for which services they
may in the future receive customary fees, although we have no current agreements to do so. To the extent required by Regulation
M, H.C. Wainwright will not engage in any market making activities involving our common stock while the offering is ongoing under
this prospectus.
This prospectus in electronic format may be made available on
a website maintained by H.C. Wainwright and H.C. Wainwright may distribute this prospectus electronically.
LEGAL MATTERS
Johnson, Pope, Bokor, Ruppel & Burns, LLP, Clearwater, Florida
will pass upon the validity of the shares of common stock offered hereby unless otherwise indicated in the applicable prospectus
supplement. H.C. Wainwright is being represented in connection with this offering by Ellenoff Grossman & Schole LLP. Additional
legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we name in the applicable prospectus
supplement.
No expert or counsel named in this prospectus as having prepared
or having certified any part of this prospectus or having given an opinion upon the validity of the securities being registered
or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis,
or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parent or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer or employee.
EXPERTS
The consolidated financial statements of CUI Global,
Inc. and Subsidiaries as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016,
and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016, have
been incorporated by reference herein and in the registration statement in reliance upon the reports of Perkins & Company,
P.C., independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration
statement on Form S-3 under the Securities Act, of which this prospectus forms a part. The rules and regulations of the SEC allow
us to omit from this prospectus certain information included in the registration statement. For further information about us and
the securities we are offering under this prospectus, you should refer to the registration statement and the exhibits and schedules
filed with the registration statement. With respect to the statements contained in this prospectus regarding the contents of any
agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement
or document, a copy of which has been filed as an exhibit to the registration statement.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings, including the registration statement and exhibits, are available
to the public at the SEC’s website at
http://www.sec.gov
. You may also read, without charge, and copy the documents
we file, at the SEC’s public reference rooms at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies
of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
We maintain an Internet site at www.cuiglobal.com.
Webcasts of presentations we make regarding our quarterly earnings may be available on our website from time to time. We have not
incorporated by reference into this prospectus the information on our website and you should not consider any of the information
posted on or hyper-linked to our website to be a part of this prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to “incorporate by reference”
the information we file with the Commission, which means we can disclose important information to you by referring you to those
documents. The information we incorporate by reference is an important part of this prospectus and certain information that we
will later file with the Commission will automatically update and supersede this information. We incorporate by reference the documents
listed below as well as any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus until we sell all of the securities under this prospectus, except that we do not incorporate
any document or portion of a document that is “furnished” to the Commission, but not deemed “filed.” The
following documents filed with the SEC are incorporated by reference in this prospectus:
|
•
|
Our annual report on Form 10-K for the year ended December 31, 2016 filed with the Commission March 14, 2017;
|
|
•
|
Our current reports on Form 8-K filed with the Commission on December 1, 2016 and December 11, 2015;
|
|
•
|
Our Definitive Proxy Statement on Form 14A filed with the Commission on October 11, 2016.
|
All documents filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the initial filing date of this prospectus, through the date declared effective, until the
termination of the offering of securities contemplated by this prospectus shall be deemed to be incorporated by reference into
this prospectus. These documents that we file later with the Commission and that are incorporated by reference in this prospectus
will automatically update information contained in this prospectus or that was previously incorporated by reference into this prospectus.
You will be deemed to have notice of all information incorporated by reference in this prospectus as if that information was included
in this prospectus.
You should rely only on the information incorporated by reference
or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information.
We are not making an offer of these securities in any state where the offer is not permitted. Do not assume that the information
in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of these documents.
The Company will provide to each person, including any beneficial
owner, to whom a prospectus is delivered:
|
(iv)
|
a copy of any or all of the information that has been incorporated by reference in the prospectus, but not delivered with the
prospectus;
|
|
(v)
|
we will provide this information upon written or oral request;
|
|
(vi)
|
we will provide this information at no cost to the requester.
|
Contact us at:
|
CUI Global, Inc.
|
|
20050 SW 112th Avenue
|
|
Tualatin, Oregon 97062
|
Phone us at:
|
(503) 612-2300
|
Email us at:
|
Investors@CUIGlobal.com
|
Copies online at:
|
www.CUIGlobal.com.
|
Up to $30,000,000
Prospectus Supplement
March _, 2017
Rodman & Renshaw
a unit of H.C. Wainwright & Co.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth various expenses, which will
be incurred in connection with the registration of our securities. Other than the SEC Registration Fee, the amounts set forth below
are estimates:
FINRA fee
|
|
$
|
15,500
|
|
SEC Registration fee
|
|
$
|
11,590
|
|
Printing expense
|
|
$
|
5,000
|
|
Legal fees and expenses
|
|
$
|
60,000
|
|
Accounting fees and expenses
|
|
$
|
50,000
|
|
Transfer Agent and registrar fees
|
|
$
|
10,000
|
|
Miscellaneous expenses
|
|
$
|
15,000
|
|
Total
|
|
$
|
167,090
|
|
Item 15. Indemnification of Directors and Officers.
The Colorado General Corporation Act, as revised, provides that
if provided in the articles of incorporation, the corporation may eliminate or limit the personal liability of a director to the
corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision
shall not eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for any
breach of the director's duty of loyalty to the corporation or to its shareholders, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, unlawful distributions, or any transaction from which the director
directly or indirectly derived an improper personal benefit.
Our articles of incorporation and bylaws provide that a person
who is performing his or her duties shall not have any liability by reason of being or having been a director of the corporation
and that the Company shall indemnify and advance expenses to a director or officer in connection with a proceeding to the fullest
extent permitted or required by and in accordance with the indemnification sections of the Colorado General Corporation Act, as
revised.
The above discussion of our articles of incorporation and the
Colorado General Corporation Act, as revised, is only a summary and is qualified in its entirety by the full text of each of the
foregoing.
We have purchased and intend to maintain
insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against
him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.
Item 16. Exhibits and Financial Statement
Schedules
The following exhibits are filed herewith or incorporated
herein by reference:
Exhibit No.
|
|
Description
|
|
|
|
1.1
4
|
|
At the Market Offering Agreement, dated March 14, 2017, by and between the Company and H.C. Wainwright & Co., LLC
|
|
|
|
1.2
1
|
|
Form of Underwriting Agreement (for Common Stock)
|
|
|
|
1.3
1
|
|
Form of Underwriting Agreement (for Preferred Stock)
|
|
|
|
1.4
1
|
|
Form of Underwriting Agreement (for Debt Securities)
|
|
|
|
1.5
1
|
|
Form of Underwriting Agreement (for Warrants)
|
|
|
|
1.6
1
|
|
Form of Underwriting Agreement (for Units)
|
|
|
|
3.11(i)
2
|
|
Restated Articles of Incorporation that compile prior amendments into a single document.
|
|
|
|
3.12(ii)
3
|
|
Amended and Restated Corporate Bylaws that compile requirements for the nomination of persons for election to the board of directors and the proposal of other business to be considered by the corporation’s stockholders.
|
|
|
|
4.1
1
|
|
Form of Common Stock Certificate
|
|
|
|
4.2
1
|
|
Form of Preferred Stock Certificate
|
|
|
|
4.3
1
|
|
Form of Designation of Preferred Stock
|
|
|
|
4.4
1
|
|
Form of Common Stock Warrant Agreement (including warrant certificate)
|
|
|
|
4.5
1
|
|
Form of Preferred Stock Warrant Agreement (including warrant certificate)
|
|
|
|
4.6
1
|
|
Form of Unit Agreement (including form of unit certificate)
|
|
|
|
4.7
1
|
|
Form of Rights Agreement (including form of rights certificate)
|
|
|
|
4.8
4
|
|
Form of Indenture
|
|
|
|
5.1
4
|
|
Opinion of Johnson, Pope, Bokor, Ruppel & Burns, LLP regarding legality.
|
|
|
|
23.8
4
|
|
Consent of Perkins & Company, P.C., Independent Registered Public Accounting Firm
|
|
|
|
23.9
4
|
|
Consent of Johnson, Pope, Bokor, Ruppel & Burns, LLP (incorporated by reference to Exhibit 5.1 to this Registration Statement)
|
|
|
|
25.1
5
|
|
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Debt Trustee (to be filed prior to any issuance of Debt Securities)
|
Footnotes to Exhibits
|
1.
|
To be filed by amendment or by a Current Report on Form 8-K and incorporated herein by reference.
|
|
2.
|
Incorporated by reference to our Proxy Statement and Notice of 2013 Annual Shareholder Meeting filed with the Commission September
17, 2013.
|
|
3.
|
Incorporated by reference to our Report on Form 8-K filed with the Commission on December 11, 2015.
|
|
4.
|
Incorporated by reference to Form S-3 filed with the Commission
on March 14, 2017.
|
|
5.
|
To
be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture
Act of 1939.
|
Item 17. Undertakings
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
|
provided, however
, that the undertakings set
forth in paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,
|
|
(i)
|
Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
|
|
(ii)
|
Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
|
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by the registrant is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
|
(d)
|
The undersigned registrant hereby undertakes that:
|
|
(1)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
|
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(e)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules
and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.
|
|
(f)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial information.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Tualatin, State of Oregon on March 17, 2017.
CUI Global, Inc.
By:
|
/s/ William J. Clough, Esq.
|
|
|
|
William J. Clough, Esq.,
|
|
|
|
Chief Executive Officer, President and Director
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
|
Title
|
Date
|
|
|
|
/s/
William J. Clough, Esq.
William J. Clough
|
Chief
Executive Officer, President and Director (Principal Executive Officer)
|
March
17, 2017
|
|
|
|
/s/
Daniel N. Ford
Daniel N. Ford
|
Chief Financial Officer (Principal
Financial and Accounting Officer)
|
March 17, 2017
|
|
|
|
/s/
Thomas A. Price
Thomas A. Price
|
Director
|
March 17, 2017
|
|
|
|
/s/
Corey A. Lambrecht
Corey A. Lambrecht
|
Director
|
March 17, 2017
|
|
|
|
/s/
Matthew M. McKenzie
Matthew M. McKenzie
|
Director
|
March 17, 2017
|
|
|
|
/s/
Sean P. Rooney
Sean P. Rooney
|
Director
|
March 17, 2017
|
|
|
|
/s/
Paul D. White
Paul D. White
|
Director
|
March 17, 2017
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
1.1
4
|
|
At the Market Offering Agreement, dated March 14, 2017, by and between the Company and H.C. Wainwright & Co., LLC
|
|
|
|
1.2
1
|
|
Form of Underwriting Agreement (for Common Stock)
|
|
|
|
1.3
1
|
|
Form of Underwriting Agreement (for Preferred Stock)
|
|
|
|
1.4
1
|
|
Form of Underwriting Agreement (for Debt Securities)
|
|
|
|
1.5
1
|
|
Form of Underwriting Agreement (for Warrants)
|
|
|
|
1.6
1
|
|
Form of Underwriting Agreement (for Units)
|
|
|
|
3.11(i)
2
|
|
Restated Articles of Incorporation that compile prior amendments into a single document.
|
|
|
|
3.12(ii)
3
|
|
Amended and Restated Corporate Bylaws that compile requirements for the nomination of persons for election to the board of directors and the proposal of other business to be considered by the corporation’s stockholders.
|
|
|
|
4.1
1
|
|
Form of Common Stock Certificate
|
|
|
|
4.2
1
|
|
Form of Preferred Stock Certificate
|
|
|
|
4.3
1
|
|
Form of Designation of Preferred Stock
|
|
|
|
4.4
1
|
|
Form of Common Stock Warrant Agreement (including warrant certificate)
|
|
|
|
4.5
1
|
|
Form of Preferred Stock Warrant Agreement (including warrant certificate)
|
|
|
|
4.6
1
|
|
Form of Unit Agreement (including form of unit certificate)
|
|
|
|
4.7
1
|
|
Form of Rights Agreement (including form of rights certificate)
|
|
|
|
4.8
4
|
|
Form of Indenture
|
|
|
|
5.1
4
|
|
Opinion of Johnson, Pope, Bokor, Ruppel & Burns, LLP regarding legality.
|
|
|
|
23.8
4
|
|
Consent of Perkins & Company, P.C., Independent Registered Public Accounting Firm
|
|
|
|
23.9
4
|
|
Consent of Johnson, Pope, Bokor, Ruppel & Burns, LLP (incorporated by reference to Exhibit 5.1 to this Registration Statement)
|
|
|
|
25.1
5
|
|
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Debt Trustee (to be filed prior to any issuance of Debt Securities)
|
Footnotes to Exhibits
|
1.
|
To be filed by amendment or by a Current Report on Form 8-K and incorporated herein by reference.
|
|
2.
|
Incorporated by reference to our Proxy Statement and Notice of 2013 Annual Shareholder Meeting filed with the Commission September
17, 2013.
|
|
3.
|
Incorporated by reference to our Report on Form 8-K filed with the Commission on December 11, 2015.
|
|
4.
|
Incorporated by reference to Form S-3 filed with the Commission
on March 14, 2017.
|
|
5.
|
To
be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture
Act of 1939.
|
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