Securities Registration: Employee Benefit Plan (s-8)
August 16 2019 - 5:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 16, 2019
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Registration No. 333-______
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
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.)
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3900
Paseo del Sol
Santa
Fe, NM 87507
(505)
438-2576
(Address
of principal executive offices)
2013
EQUITY INCENTIVE PLAN, AS AMENDED, OF SIGMA LABS, INC.
(Full
title of the plan)
John
Rice, President and Chief Executive Officer
Sigma
Labs, Inc.
3900
Paseo del Sol
Santa
Fe, NM 87507
(Name
and address of agent for service)
(505)
438-2576
(Telephone number, including area code, of agent for service)
Copy
to:
Darren Freedman
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
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):
[ ] Large accelerated filer
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[ ] Accelerated filer
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[X] Non-accelerated filer
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[X] Smaller
reporting company
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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 pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be registered
(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount
of
registration
fee
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Common Stock, $0.001 par value per share
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632,122
shares
(2)
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$
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0.6143
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(2)
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$
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388,312.5446
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(2)
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$
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47.06
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Common Stock, $0.001 par value per share
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59,956 shares
(3)
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$
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1.40
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(3)
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$
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83,938.40
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(3)
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$
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10.17
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Common Stock, $0.001 par value per share
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35,000 shares
(4)
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$
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1.2366
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(4)
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$
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43,281
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(4)
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$
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5.25
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Common Stock, $0.001 par value per share
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22,922 shares
(5)
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$
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0.74
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(5)
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$
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16,962.28
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(5)
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$
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2.06
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Total
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750,000 shares
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—
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$
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532,494.2246
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$
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64.54
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers,
in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that
may become issuable under the 2013 Equity Incentive Plan, as amended (the “Plan”), as a result of the anti-dilution
adjustment provisions contained therein regarding stock splits, stock dividends and similar transactions.
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(2)
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Represents
shares reserved for issuance pursuant to future awards under the Plan. The proposed maximum offering price per share and maximum
aggregate offering price for these shares were estimated pursuant to Rules 457(c) and 457(h) of the Securities Act on the
basis of the $0.6143 average of the high and low trading prices of the registrant’s common stock, as reported on The
NASDAQ Capital Market on August 14, 2019.
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(3)
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Represents
shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and
maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis
of the exercise price of such options of $1.40 per share.
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(4)
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Represents
shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and
maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis
of the exercise price of such options of $
1.2366
per share.
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(5)
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Represents
shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and
maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis
of the exercise price of such options of $0.74 per share.
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EXPLANATORY
NOTE
This
Registration Statement is filed pursuant to General Instruction E to Form S-8 by Sigma Labs, Inc., a Nevada corporation (the “Company”),
to register 750,000 shares of common stock of the Company in addition to those previously registered on the Company’s Registration
Statements on Form S-8 (File Nos. 333-197616, 333-212612, 333-222369 and 333-228628) filed with the Securities and Exchange Commission
on July 24, 2014, July 21, 2016, December 29, 2017 and November 30, 2018, respectively, for issuance pursuant to the Company’s
2013 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference
the contents of such previously filed Registration Statements, except that the provisions contained in Part II of such earlier
Registration Statements are modified as set forth in this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
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Incorporation
of Documents by Reference
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We
hereby incorporate by reference the following documents previously filed with the SEC:
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Our Annual Report
on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on April 1, 2019;
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●
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The information
in our definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Stockholders filed with the SEC on June 18,
2019, to the extent incorporated by reference in Part III of our annual report on Form 10-K for the year ended December 31,
2018;
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●
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Our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 15, 2019, and Quarterly Report on Form 10-Q for
the quarter ended June 30, 2019 filed on August 14, 2019;
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●
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Our Current Reports
on Form 8-K filed with the SEC on March 14, 2019, April 12, 2019, May 8, 2019, June 4, 2019, June 21, 2019, July 23, 2019
and August 1, 2019, respectively; and
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●
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The description
of our stock contained in our registration statement on Form 8-A filed on February 14, 2017 pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of updating such description.
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All
documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Under
no circumstances shall any information furnished prior to or subsequent to the date hereof under Item 2.02 or 7.01 of Form 8-K
be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
The
following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration
Statement:
Exhibit
No.
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Exhibit
Description
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4.1
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Amended and Restated Articles of Incorporation of the Company, as amended (previously filed by the Company as Exhibit 3.1 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).
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4.2
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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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4.3
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2013 Equity Incentive Plan, as amended, of Sigma Labs, Inc. (the “Plan”) (previously filed by the Company as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on June 18, 2019, and incorporated herein by reference).
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4.4
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Form of Nonqualified Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 10.4 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).
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4.5
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Form of Incentive Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference).
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4.6
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Form of Restricted Stock Agreement for the Plan (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).
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5.1
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Opinion of TroyGould PC with respect to the securities being registered (included with this registration statement).
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23.1
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Consent of Haynie & Company (included with this registration statement).
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23.2
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Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).
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24.1
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Power of Attorney (contained on the signature page of this Registration Statement).
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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-8 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, State of New Mexico, on August 16, 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 and Chief
Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints John Rice as his true and lawful attorney-in-fact and agent, with
full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments
hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection
therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated and on August 16, 2019.
Signature
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Title
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/
s/
JOHN RICE
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President,
Chief Executive Officer (principal executive officer) and Chairman of the Board
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John Rice
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/s/
FRANK
Orzechowski
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Chief
Financial Officer, Treasurer and Secretary (principal financial and accounting officer)
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Frank Orzechowski
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/s/
SALVATORE BATTINELLI
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Director
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Salvatore Battinelli
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/s/
DENNIS DUITCH
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Director
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Dennis Duitch
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/s/
FRANK J. GAROFALO
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Director
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Frank J. Garofalo
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/s/
KENT SUMMERS
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Director
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Kent Summers
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EXHIBIT
INDEX
The
following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration
Statement:
Exhibit
No.
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Exhibit
Description
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4.1
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Amended and Restated Articles of Incorporation of the Company, as amended (previously filed by the Company as Exhibit 3.1 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).
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4.2
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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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4.3
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2013 Equity Incentive Plan, as amended, of Sigma Labs, Inc. (the “Plan”) (previously filed by the Company as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on June 18, 2019, and incorporated herein by reference).
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4.4
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Form of Nonqualified Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 10.4 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).
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4.5
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Form of Incentive Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference).
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4.6
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Form of Restricted Stock Agreement for the Plan (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).
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5.1
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Opinion of TroyGould PC with respect to the securities being registered (included with this registration statement).
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23.1
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Consent of Haynie & Company (included with this registration statement).
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23.2
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Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).
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24.1
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Power of Attorney (contained on the signature page of this Registration Statement).
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