UNITED STATES SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
(Exact
name of Registrant as Specified in Its Charter)
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Nevada
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2833
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45-1226465
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(State
or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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4093 Oceanside Blvd, Suite B
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Oceanside, California 92056
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760-295-7208
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Timothy G. Dixon, CEO
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4093 Oceanside Blvd, Suite B
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Oceanside, California 92056
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760-295-7208
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Email: timdixon@tsoimail.com
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(Name,
address, including zip code, and telephone number including area
code, of agent for service)
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Copies
to:
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H.D. Kelso & Associates
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Hugh D. Kelso III, Esq, Managing Attorney
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8799 Balboa Avenue, Suite 155 San Diego, CA 92123
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Ph:
619-840-5056
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Email: hdklawfirm@yahoo.com
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this registration
statement.
If
any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [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. [X]
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, 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.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[X]
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Smaller reporting company
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[X]
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Emerging
growth company
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[ ]
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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. [
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EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 relates to the Registrant’s
Registration Statement on Form S-1, as amended (File No.
333-236338), initially filed by the Registrant on 02/10/2020 and
declared effective by the Securities and Exchange Commission on
July 28, 2020. The Registrant is filing this Post-Effective
Amendment No. 1 pursuant to 462(c) and Rule 415(a)(3), which
requires that a shelf registrant comply with Item 512(a) of
Regulation S-K, 17 C.F.R. § 229.512(a)(ii) , which requires
that a registrant file a post-effective amendment to an initial
registration statement "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.”
Registrant is filing the Post-Effective Amendment No. 1 to reflect
a change in the actual price per unit for it’s common stock sold
pursuant to its Registration, as amended. This Post-Effective
Amendment No. 1 does not modify any provision of the Registration
Statement other than amending the back page for the same purpose of
accurately disclosing price-related information as stated above, as
set forth below.
The
information included in this filing amends this Registration
Statement and the prospectus contained therein. No additional
securities are being registered under this Post-Effective Amendment
No. 1. All applicable registration fees were paid at the time of
the original filing of the Registration Statement.
As
originally filed and subsequently amended, the registrant’s
registration statement, and amendments, indicated the amount to be
registered of common shares of registrant’s stock to be
167,848,153, which included 8,000,000 donated shares and
159,848,153 shares to be sold to selling stockholders at a proposed
offering price of $.003 per share for an aggregate offering price
of $500,000.00 USD. Actual issued shares to selling stockholders
was 159,848,153 shares of common stock with the offering price of
$500,000.00 USD and an actual share price of $0.00312796857 per
unit. There is no change to the registration fee amount.
Calculation
of Registration Fee
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Title
of
Each
Class
of
Securities
to be
Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
Per
Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration Fee
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Common
Stock
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167,848,153
(1)
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$0.00312796857
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$500,000.00
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$64.90
(2)
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Note 1:
Includes 159,848,153 shares purchased pursuant to the Common Stock Purchase
Agreement (“CSPA”) dated January 24, 2020 by and between Triton
Funds LP and the Company and 8,000,000 (0.0001 par value) shares
donated by the Company to Triton Funds LP pursuant to the Donation
Agreement (“DA”) and Registration Rights Agreement (“RRA”) dated
January 24, 2020, each being attached hereto as Exhibits 1.1, 1.2
and 1.3, respectively.
Note
2: Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457(o) under the Securities
Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
city of Oceanside, California, on October 6, 2020.
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Therapeutic
Solutions International, Inc.
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By:
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/Timothy G.
Dixon/
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Timothy G. Dixon,
CEO
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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 stated.
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Name
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Title
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Date
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/Timothy G.
Dixon/
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Timothy G. Dixon
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Chairman, President
& CEO
(Principal Executive
Officer)
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October 6, 2020
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/Thomas E.
Ichim/
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Thomas Ichim, PhD
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Director
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October 6, 2020
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