Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
March 08 2018 - 6:11AM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-220302
Prospectus
Supplement No. 1
(to
Prospectus dated March 1, 2018)
GIGGLES
N’ HUGS, INC.
SUBSCRIPTION
RIGHTS TO PURCHASE UP TO 300,000,000 UNITS
CONSISTING
OF UP TO 300,000,000 SHARES OF COMMON STOCK
AND
WARRANTS TO PURCHASE UP TO 210,000,000 SHARES OF COMMON STOCK
This
prospectus supplement no. 1 supplements the prospectus dated March 1, 2018, which forms a part of our Registration Statement on
Form S-1 (Registration No. 333-220302), relating to the distribution of non-transferable subscription rights to purchase up to
an aggregate of 300,000,000 units.
We
are filing this prospectus supplement to correct typographical errors, clarify and supplement the information included in the
prospectus dated March 1, 2018. The corrected information is underlined in the excerpts below:
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4, Summary of Rights Offering- Basic Subscription Rights:
Each basic subscription right will entitle you to purchase
one unit at the subscription price per unit held by you on the record date of
February 27, 2018
, subject to proration
described elsewhere in the prospectus.
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26, The Rights Offering- Basic Subscription Rights:
Your basic subscription right will entitle you to purchase
two
units
, at the subscription price, per share of common stock held by you on the record date of February 27, 2018. Each
unit consists of one share of common stock and 0.70 of a warrant. Each whole warrant will be exercisable for one share of
our common stock. For example, if you owned 100 shares of common stock as of the record date, you will receive
200
subscription
rights and will have the right to purchase
200
units consisting of
200
shares of common stock and warrants to
purchase
140
additional share of our common stock. You may exercise all or a portion of your basic subscription rights
or you may choose not to exercise any basic subscription rights at all. Subject to proration, if applicable, we will seek
to honor your basic subscription request in full. In the event that holders exercise subscription rights in excess of $5 million
of units (not including the over-subscription privilege), the amount subscribed for by each person will be proportionally
reduced, based on the amount subscribed for by each person (not including any Over-Subscription Privilege subscribed for).
See “The Rights Offering — Limitation on the Purchase of Units” for a description of certain limitations
on purchase.
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27, The Rights Offering-Determination of Subscription Price:
Deletion of reference to backstop purchaser. There
is no backstop purchaser.
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31, The Rights Offering- Foreign Stockholders
:
We will not mail this prospectus or any subscription rights
certificates to stockholders with addresses that are outside the United States or that have an army post office or foreign
post office address. The subscription agent will hold these subscription rights certificates for their account. To exercise
subscription rights, our foreign stockholders must notify the subscription agent prior 5:00 PM Eastern Time, on
March 27,
2018
, the third business day prior to the expiration date, of your exercise of Subscription Rights and provide evidence
satisfactory to us, such as a legal opinion from local counsel, that the exercise of such Subscription Rights does not violate
the laws of the jurisdiction in which such stockholder resides and payment by a U.S. bank in U.S. dollars before the expiration
of the offer. If no notice is received by such time or the evidence presented is not satisfactory to us, the Subscription
Rights represented thereby will expire.
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This
prospectus supplement should be read in conjunction with the prospectus dated March 1, 2018 and may not be delivered or utilized
without the prospectus. To the extent there is a discrepancy between the information contained in this prospectus supplement and
the information in the prospectus, the information contained herein supersedes and replaces such conflicting information.
The
exercise of subscription rights for shares of our units involves a high degree of risk. See “Risk Factors” beginning
on page 14 of the prospectus as well as the risk factors and other information in any documents we incorporate by reference into
the prospectus to read about important factors you should consider before exercising your subscription rights.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is March 8, 2018.