Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
March 14 2018 - 12:16PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-220302
Prospectus
Supplement No. 3
(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. 3 supplements the prospectus dated March 1, 2018 and supplement nos. 1 and 2 dated March 8. 2018 (collectively,
the “Prospectus”), which form 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
have extended the expiration time of the rights offering from 5:00 P.M. Eastern time on March 30, 2018 to 5:00 P.M. Eastern time
on April 2, 2018. All references in the Prospectus to an expiration date of March 30, 2018 are hereby replaced with April 2, 2018.
To exercise subscription rights, our foreign stockholders must notify the subscription agent prior 5:00 PM Eastern Time, on March
28, 2018, the third business day prior to the expiration date, of the exercise of their 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 remit payment by a U.S. bank in U.S. dollars before the expiration
of the offer.
This
prospectus supplement no. 3 should be read in conjunction with the Prospectus 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 no. 3 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 14, 2018.