Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
June 26 2019 - 5:31PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 26, 2019
Registration
No. 333-224621
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1 TO
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Sigma
Labs, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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27-1865814
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(State
or other jurisdiction of
incorporation
or organization)
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|
(I.R.S.
Employer
Identification
No.)
|
Sigma
Labs, Inc.
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(505)
438-2576
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
John
Rice
Chief
Executive Officer
Sigma
Labs, Inc.
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(505)
438-2576
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Darren
T. Freedman
TroyGould
PC
1801
Century Park East, 16th Floor
Los
Angeles, California 90067
From
time to time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer
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[ ]
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Accelerated
filer
|
[ ]
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Non-accelerated
filer
|
[ ]
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Smaller
reporting company
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[X]
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|
|
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Emerging
growth company
|
[ ]
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]
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, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Sigma
Labs, Inc. (the “Company”) is filing this Amendment No. 1 to our Post-Effective Amendment No. 1 to Form S-1 on Form
S-3 (Registration No. 333-224621) (the “Registration Statement”) for the sole purpose of filing Exhibit 23.1 with
the Securities and Exchange Commission. This Amendment No. 1 does not modify any provision of the Prospectus that forms a part
of the Registration Statement and accordingly such Prospectus has not been included herein.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
Exhibit
Number
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Description
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3.1
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Amended and Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s Form 10-K, filed April 1, 2019, for the fiscal year ended December 31, 2018, and incorporated herein by reference).
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3.2
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Certificate of Correction to Amended and Restated Articles of Incorporation, as filed with the Nevada Secretary of State on May 25, 2011 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 1, 2011, and incorporated herein by reference).
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3.3
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Articles of Merger (filed as Exhibit 3.3 to the Company’s Form 10-K, filed on March 16, 2016, for the fiscal year ended December 31, 2015, and incorporated herein by reference).
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3.4
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Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 21, 2016, and incorporated herein by reference).
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3.5
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Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed February 21, 2017, and incorporated herein by reference).
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3.
6
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Certificate of Designation of Rights, Preference and Privileges of Series B Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 6, 2018, and incorporated herein by reference).
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3.
7
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Amended and Restated Bylaws of the Company, as amended (filed as Exhibit 3.1 to the Company’s Form 10-Q filed November 14, 2017, for the period ended September 30, 2017, and incorporated herein by reference).
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4.1
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Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 6, 2018, and incorporated herein by reference).
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4.2
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Form of Placement Agent Warrants (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed April 6, 2018, and incorporated herein by reference).
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5.1
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Opinion of TroyGould PC (filed as Exhibit 5.1 to the Company’s Registration Statement on Form S-1, File No. 333-224621, filed on May 2, 2018, and incorporated herein by reference)
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23.1
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Consent of Haynie & Company (filed with this Amendment No. 1 to Post-Effective Amendment No. 1 to Form S-1 on Form S-3).
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23.2
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Consent of TroyGould PC (included in Exhibit 5.1).
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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 for 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 Santa Fe, New Mexico, on this 26th day of June 2019.
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SIGMA
LABS, INC.
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By:
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/s/
John Rice
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John
Rice
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President,
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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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.
Dated:
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June
26, 2019
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/s/
John Rice
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John
Rice
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President,
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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Dated:
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June
26, 2019
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/s/
Nannette Toups
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Nannette
Toups
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Chief
Financial Officer, Treasurer and Secretary
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(Principal
Accounting Officer and Principal Financial Officer)
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Dated:
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June
26, 2019
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***
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Frank
J. Garofalo, Director
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Dated:
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June
26, 2019
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***
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Salvatore
Battinelli, Director
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Dated:
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June
26, 2019
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***
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Dennis
Duitch, Director
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Dated:
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June
26, 2019
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***
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Kent
Summers, Director
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***
By:
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/s/
John Rice
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John
Rice
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Attorney-in-fact
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