Securities Registration Statement (simplified Form) (s-3/a)
September 25 2017 - 4:08PM
Edgar (US Regulatory)
As
submitted to the Securities and Exchange Commission on September 25, 2017
Registration
No. 333-220402
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective
Amendment No. 1
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECO-STIM
ENERGY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation or organization)
1389
(Primary
Standard Industrial Classification Code Number)
20-8203420
(I.R.S.
Employer Identification Number)
2930
W. Sam Houston Pkwy N., Suite 275
Houston,
Texas 77043
(281)
531-7200
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jon
Christopher Boswell
2930 W. Sam Houston Pkwy N., Suite 275
Houston,
Texas 77043
(281)
531-7200
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
Andrew
W. Smetana
W.
Matthew Strock
Vinson
& Elkins L.L.P.
1001
Fannin, Suite 2500
Houston,
TX 77002
(713)
758-2222
Approximate
date of commencement of proposed sale of the securities to the public:
From time to time after the effective date of this
registration statement.
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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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 [X]
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Emerging
growth company [ ]
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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 Securities Act. [ ]
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(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount
of
Registration
Fee
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Common
stock, par value $0.001
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19,580,420
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$
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1.325
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$
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25,944,056.50
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$
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3,006.92
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(3)
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(1)
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Consists
of 19,580,420 shares of common stock that the registrant initially issued to the selling stockholders listed herein in a private
placement.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
with respect to the shares of common stock to be sold by the selling stockholders named in this prospectus, based on the average
of the high and low prices of our common stock as reported on the NASDAQ Capital Market on August 31, 2017.
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(3)
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The
registrant has previously paid the registration fee with the initial filing of this registration statement.
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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 that specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this 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
Eco-Stim
Energy Solutions, Inc. is filing this pre-effective Amendment No. 1 (this “Amendment”) to the Registration Statement
on Form S-3 (Registration No. 333-220402), originally filed with the United States Securities and Exchange Commission (“SEC”)
on September 8, 2017 (the “Original Registration Statement”), solely to amend Part II – Item 14 titled “Other
Expenses of Issuance and Distribution.”
Accordingly,
this Amendment consists only of the facing page, this explanatory note and Item 14 of Part II. The rest of the Registration Statement
remains unchanged and has been omitted.
PART
II – INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions)
payable by us in connection with the registration of the common stock offered hereby.
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Securities and Exchange Commission registration fee
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$
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3,007
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*
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Transfer Agent Fees
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3,000
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Accounting fees and expenses
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7,500
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Legal fees and expense
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20,000
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FINRA filing fees
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4,392
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Total
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$
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37,899
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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 Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 25,
2017.
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ECO-STIM
ENERGY SOLUTIONS, INC.
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By:
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/s/
Jon Christopher Boswell
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Jon
Christopher Boswell
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President
and Chief Executive Officer
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By:
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/s/
Alexander Nickolatos
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Alexander
Nickolatos
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Principal
Financial Officer, Principal Accounting Officer and Assistant Secretary
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Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
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Signature
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Capacity
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Date
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/s/
Jon Christopher Boswell
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Director,
President and Chief Executive Officer
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September
25, 2017
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Jon
Christopher Boswell
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Principal
Financial Officer, Principal
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/s/
Alexander Nickolatos
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Accounting
Officer and Assistant Secretary
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September
25, 2017
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Alexander
Nickolatos
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*
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Director
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September
25, 2017
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Bjarte
Bruheim
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*
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Director
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September
25, 2017
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Andrew
Colvin
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*
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Director
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September
25, 2017
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Christopher
Krummel
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*
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Director
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September
25, 2017
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David
Proman
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*
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Director
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September
25, 2017
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Timothy
Reynolds
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*
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Director
and Chairman of the Board
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September
25, 2017
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Andrew
Teno
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*
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By:
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/s/
Alexander Nickolatos
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Alexander
Nickolatos
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Attorney-in-Fact
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 26, 2013)
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3.2
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Second Amended and Restated Bylaws of Eco-Stim Energy Solutions, Inc., effective as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 9, 2017)
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3.3
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First Amendment to Second Amended and Restated Bylaws of Eco-Stim Energy Solutions, Inc., effective as of July 6, 2017 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 7, 2017)
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3.4
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Second Amendment to Second Amended and Restated Bylaws of Eco-Stim Energy Solutions, Inc., effective as of August 2, 2017 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 3, 2017)
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3.5
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Third Amendment to Second Amended and Restated Bylaws of Eco-Stim Energy Solutions, Inc., effective as of August 25, 2017 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 25, 2017)
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4.1
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Amended and Restated Stockholder Rights Agreement entered into as of March 3, 2017, by and among Eco-Stim Energy Solutions, Inc. and the parties named therein (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 3, 2017)
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4.2
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First Amendment to Amended and Restated Stockholder Rights Agreement entered into as of June 6, 2017, by and among Eco-Stim Energy Solutions, Inc. and the parties named therein (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on July 7, 2017)
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4.3
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Second Amendment to Amended and Restated Stockholder Rights Agreement entered into as of August 25, 2017, by and among Eco-Stim Energy Solutions, Inc. and the parties named therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 25, 2017
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4.4
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Amended and Restated Registration Rights Agreement, dated July 6, 2017, by and among Eco-Stim Energy Solutions, Inc. and the parties named therein (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on July 7, 2017)
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4.5
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First Amendment to Amended and Restated Registration Rights Agreement, dated as of August 2, 2017, by and among Eco-Stim Energy Solutions, Inc. and the parties named therein (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 3, 2017).
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4.6
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Registration Rights Agreement entered into as of August 2, 2017 and effective as of August 8, 2017, by and among Eco-Stim Energy Solutions, Inc. and the parties named therein (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 3, 2017).
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5.1
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Opinion of Woodburn and Wedge as to the legality of the securities being registered (incorporated by reference to Exhibit 5.1 to our Registration Statement on Form S-3 filed on September 8, 2017).
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23.1
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Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP) (incorporated by reference to Exhibit 23.1 to our Registration Statement on Form S-3 filed on September 8, 2017).
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23.2
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Consent
of Woodburn and Wedge (contained in Exhibit 5.1).
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24.1
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Powers
of Attorney (contained on signature pages).
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