As filed with the Securities and Exchange
Commission on June 11, 2018.
Registration No. 333-223160
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORIENT PAPER, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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20-4158835
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Science Park,
Juli Road
Xushui District, Baoding City
Hebei Province, The People’s Republic of China 072550
011- (86) 312-8698215
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
CSC Services of Nevada, Inc.
2215-B Renaissance Dr.
Las Vegas, NV 89119
1-800-927-9801
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Telephone: (212) 407-4000
Facsimile: (212) 407-4990
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this registration statement as determined by the Registrant.
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 of the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box.
☒
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 lit 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, please 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, please 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 ☐ (Do not check if smaller reporting company)
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Smaller reporting company ☒
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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 the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each Class of Security being Registered
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Amount
being
Registered
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Proposed Maximum
Offering
Price Per
Security
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Proposed Maximum
Aggregate Offering
Price
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Amount of Registration Fee
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Common Stock, $0.001 par value per share (2)
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(3)(4)
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(3)
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(3)
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(3)
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Debt securities (2)
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(3)(4)
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(3)
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(3)
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(3)
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Warrants (2)
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(3)(4)
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(3)
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(3)
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(3)
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Subscription rights (2)
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(3)(4)
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(3)
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(3)
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(3)
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Units (2)
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(3)(4)
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(3)
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(3)
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(3)
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Total (1)
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$
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30,000,000
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$
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3,735.00
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(5)
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(1)
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This registration statement
includes $30,000,000 of securities which may be issued by the registrant from time to
time in indeterminate amounts and at indeterminate times. Securities registered hereunder
may be sold separately, together or as units with other securities registered hereunder
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to
Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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Not
required to be included in accordance with General Instruction II.D. of Form S-3 under
the Securities Act.
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(4)
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Subject
to footnote (1), there is also being registered hereunder such indeterminate amount of
securities (including shares or other classes of the registrant’s stock that may
be issued upon reclassification of unissued, authorized stock of the registrant) as may
be issued in exchange for or upon conversion of, as the case may be, the other securities
registered hereunder. No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, as the case may be,
such other securities.
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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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Prospectus
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Subject to Completion, Dated June 11, 2018
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ORIENT PAPER, INC.
$30,000,000
Common Stock
Debt Securities
Warrants
Subscription Rights
Units
We may offer and sell, from time to time in one or more offerings,
any combination of common stock, debt securities, warrants, subscription rights or units having a maximum aggregate offering price
of $30,000,000. When we decide to sell a particular class or series of securities, we will provide specific terms of the offered
securities in a prospectus supplement.
The prospectus supplement may also add, update or change information
contained in or incorporated by reference into this prospectus. However, no prospectus supplement shall offer a security that
is not registered and described in this prospectus at the time of its effectiveness. You should read this prospectus and any prospectus
supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus,
carefully before you invest. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus
supplement relating to the offered securities.
Our common stock is traded on The NYSE MKT under the symbol
“ONP.” Each prospectus supplement will contain information, where applicable, as to our listing on The NYSE MKT or
any other securities exchange of the securities covered by the prospectus supplement.
These securities may be sold directly by us, through dealers
or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan
of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities
in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which
this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus
supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
The aggregate market value of our outstanding voting and
nonvoting common equity is approximately $18.73 million. We have not offered any securities pursuant to General Instruction I.B.6
of Form S-3 during the prior 12 month calendar period that ends on, and includes, the date of this prospectus.
Investing in our securities involves various risks. See
“Risk Factors” on page 5 for more information on these risks. Additional risks, if any, will be described in the prospectus
supplement related to a potential offering under the heading “Risk Factors”. You should review that section of the
related prospectus supplement for a discussion of matters that investors in such securities should consider.
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
or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus is June
11, 2018
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under
this shelf registration process, we may offer from time to time securities having a maximum aggregate offering price of $30,000,000.
Each time we offer securities, we will prepare and file with the SEC a prospectus supplement that describes the specific amounts,
prices and terms of the securities we offer. The prospectus supplement also may add, update or change information contained in
this prospectus or the documents incorporated herein by reference. You should read carefully both this prospectus and any prospectus
supplement together with additional information described below under the caption “Where You Can Find More Information.”
This prospectus does not contain all the information provided
in the registration statement we filed with the SEC. For further information about us or our securities offered hereby, you should
refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find More
Information.”
You should rely only on the information contained or incorporated
by reference in this prospectus or any prospectus supplement. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is
not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as
information we have previously filed with the SEC and incorporated by reference, is accurate as of the date of those documents
only. Our business, financial condition, results of operations and prospects may have changed since those dates.
We may sell securities through underwriters or dealers, through
agents, directly to purchasers or through any combination of these methods. We and our agents reserve the sole right to accept
or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will prepare and file with
the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of
securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”
Unless otherwise mentioned or unless the context requires otherwise,
when used in this prospectus, the terms “Orient Paper”, “Company”, “we”, “us”,
and “our” refer to Orient Paper, Inc., its subsidiaries and variable interest entities.
PROSPECTUS
SUMMARY
The following summary, because it is a summary, may not
contain all the information that may be important to you. This prospectus incorporates important business and financial information
about the Company that is not included in, or delivered with, this prospectus. Before making an investment, you should read the
entire prospectus and any amendment carefully. You should also carefully read the risks of investing discussed under “Risk
Factors” and the financial statements included in our other filings with the SEC, including in our most recent Quarterly
Report on Form 10-Q for the quarter and three months ended March 31, 2018, which we filed with the SEC on May 14, 2018 and our
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which we filed with the SEC on April 17, 2018. This information
is incorporated by reference into this prospectus, and you can obtain it from the SEC as described below under the headings “Where
You Can Find Additional Information About Us” and “Incorporation of Certain Documents by Reference.”
We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus
but not delivered with the prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we
have not specifically incorporated by reference in such filings, at no cost, by writing us at the following address: Science Park,
Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China, Attn: Secretary of the Company.
The
Offering
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the “SEC”) utilizing a shelf registration process. Under this shelf
registration process, we may sell any combination of:
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debt securities,
in one or more series;
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warrants to
purchase any of the securities listed above;
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subscription
rights; and/or
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units consisting
of one or more of the foregoing.
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in one or more offerings up to a total dollar amount of $30,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of that specific offering and include a
discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading “Where You Can Find Additional Information About Us.”
Our
Company
General
We were incorporated in the State of Nevada in 2005. We engage
in production and distribution of various categories of paper products: corrugating medium paper, offset printing paper and tissue
paper products. Our principal executive offices are located at Science Park, Juli Road, Xushui District, Baoding City, Hebei Province,
People’s Republic of China. Our telephone number is (86) 312-869-8215. Our website is located at http://www.orientpaperinc.com.
Products
Corrugating medium paper
Corrugating medium paper, or CMP is used in the manufacturing
of cardboard. Since the launch of our new Paper Machine (“PM”) 6 production line in December 2011, corrugating medium
paper has become our major product . For the year ended December 31, 2017, corrugating medium paper comprised approximately 87.9%
of our total paper production quantities and roughly 82.02% of our total revenue. Raw materials used in the production
of corrugating medium paper include recycled paper board (or Old Corrugating Cardboard or “OCC,” as it is commonly
referred to in the United States) and certain supplementary agents. In January 2013, we suspended the operation of our PM1 production
line for renovation, which was then used to produce corrugating medium paper. In May 2014, we launched the commercial production
of the newly renovated PM1 production line. The new PM1 production line produces light-weight corrugating medium paper with a
specification of 40 to 80 grams per square meter (“g/s/m”). PM1’s light-weight corrugating medium paper products
have a wide range of commercial applications. For example, such products can be used as a construction material for wall and floor
insulation or to manufacture moisture-proof packaging materials for the transportation of books and magazines by the publishing
industry. It can also be used as corrugating medium to make corrugating cardboard for packaging that requires light-weight boxes.
The manufacturing process of light-weight corrugating medium paper is similar to that of the regular corrugating medium paper
and also uses recycled paper board as a major source of raw material. We now have two corrugating medium paper production lines,
PM6 and PM1. We refer to products produced from the PM6 production line as Regular CMP and products produced from the PM1 production
line as Light-Weight CMP.
Offset printing paper
Offset printing paper is used for offset printing in the
publishing industry. Offset printing paper comprised approximately 11.3% of our total paper production quantities and approximately
15.97% of our total sales revenue for the year ended December 31, 2017. Raw materials used in making offset printing paper
include recycled white scrap paper, fluorescent whitening agent and sizing agent. We currently have two production lines,
PM2 and PM3, for the production of offset printing paper.
Tissue paper products
We began the commercial production
of tissue paper products in Wei District Industry Park in June 2015. We process base tissue paper purchased from long-term cooperative
third party and produce finished tissue paper products, including toilet paper, boxed and soft-packed tissues, handkerchief tissues
and paper napkins, as well as bathroom and kitchen paper towels that are marketed and sold under the Orient Paper brand. We sold
1,804 tonnes of tissue paper products for $2,356,856 in 2017.
Customers and Market
We generally sell our products to companies making corrugated
cardboards (in the case of our packaging products like corrugating medium paper) and to printing companies (in the case of our
printing paper products). Our primary market has been the region of North China, especially in the province of Hebei. We target
corporate customers in the middle range of the marketplace, where products such as corrugating medium paper and mid-grade offset
printing paper with reasonable quality and competitive pricing have potential for high volume growth.
Raw Materials and Principal Suppliers
The supplies used in our production processes
are comprised mainly of recycled paper board and unprinted recycled white scrap paper, both of which are ready-to-use items and
available from multiple domestic and foreign sources. We currently purchase all of our recycled paper supplies from some domestic
recycling stations and do not rely on imported recycled paper. We also purchase coal, natural gas and chemical agents from nearby
suppliers. Ongoing inflationary pressures and higher demand for recycled paper could lead to an increase in our costs
of raw materials and production, which we may or may not be able to pass to our customers. We sign annual raw materials supplier
contracts with our suppliers. Although we have contracts with our suppliers, these contracts do not lock-in the purchase price
of our raw materials or provide hedge against the fluctuation in the market price of these raw materials.
Competition
Our main competitors are: Chenming Paper Group Limited (“Chenming”),
Huatai Group Limited, Nine Dragons Paper (Holdings) Limited (“ND Paper”) and Sun Paper Group Limited. A number
of our competitors are public entities with larger capacities, broader customer bases and greater financial resources than those
available to us. With the exceptions of Chenming and ND Paper, which may compete directly with us in the offset printing paper
market and the corrugating medium paper market, respectively, in the Beijing/Tianjin/greater Hebei regions, we believe that we
face only indirect competition from the aforesaid companies, either because we have a different product assortment from these
companies, or because, to the extent they do offer products similar to ours, the transportation costs and storage costs make it
difficult for these companies to compete effectively with us on pricing.
Employees
As of December 31, 2017, we have approximately 527 full
time employees. The Company provides private insurance coverage for any workplace accident or injury for all the operators of
paper milling machinery in the workshops. These employees are organized into a labor union under the labor laws of the PRC and
have collective bargain power against us. We generally maintain good relations with our employees and the labor union.
RISK
FACTORS
Investing in our securities involves risk. The prospectus supplement
applicable to a particular offering of securities will contain a discussion of the risks applicable to an investment in Orient
Paper and to the particular types of securities that we are offering under that prospectus supplement. Before making an investment
decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement
and the risks described in our most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together
with all of the other information appearing in or incorporated by reference into this prospectus and any applicable prospectus
supplement, in light of your particular investment objectives and financial circumstances. Our business, financial condition or
results of operations could be materially adversely affected by any of these risks. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment.
USE
OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities covered by this prospectus for general corporate purposes, which
may include, but is not limited to, working capital, capital expenditures, research and development expenditures and acquisitions
of new businesses. The precise amount, use and timing of the application of such proceeds will depend upon our funding requirements
and the availability and cost of other capital. Additional information on the use of net proceeds from an offering of securities
covered by this prospectus may be set forth in the prospectus supplement relating to the specific offering.
RATIO
OF EARNINGS TO FIXED CHARGES
Not applicable to smaller reporting companies.
DESCRIPTIONS
OF THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus,
together with any applicable prospectus supplement, summarize all the material terms and provisions of the various types of securities
that we may offer. We will describe in the applicable prospectus supplement relating to a particular offering the specific terms
of the securities offered by that prospectus supplement. We will indicate in the applicable prospectus supplement if the terms
of the securities differ from the terms we have summarized below. We will also include in the prospectus supplement information,
where applicable, material United States federal income tax considerations relating to the securities.
We may sell from time to time, in one or more offerings:
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shares of our
common stock;
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debt securities,
in one or more series;
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warrants to
purchase any of the securities listed above;
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Subscription
rights; and/or
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units consisting
of one or more of the foregoing.
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This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
Capital
Stock
General
The following description of common stock, together with the
additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the
common stock that we may offer under this prospectus, but it is not complete. For the complete terms of our common stock, please
refer to our amended and restated articles of incorporation, as may be amended from time to time, and our bylaws, as amended from
time to time. The Nevada Revised Statutes may also affect the terms of these securities. While the terms we have summarized below
will apply generally to any future common stock that we may offer, we will describe the specific terms of any series of these
securities in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of
any common stock we offer under that prospectus supplement may differ from the terms we describe below.
As of June 11, 2018, our authorized capital stock consists
of 500,000,000 shares of common stock, $0.001 par value per share, of which 21,450,316 shares are issued and outstanding.
The authorized and unissued shares of our common stock are
available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules
of The NYSE MKT, or any stock exchange on which our securities may be listed at such time. Unless approval of our stockholders
is so required, our board of directors will not seek stockholder approval for the issuance and sale of our common stock.
Common Stock
Each outstanding share of common stock
is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the
stockholders.
Holders of our common stock:
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(i)
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have equal ratable rights to dividends from funds legally available therefore,
if declared by the Board of Directors;
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(ii)
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are entitled to share ratably in all our assets available for distribution
to holders of common stock upon our liquidation, dissolution or winding up;
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(iii)
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do not have preemptive, subscription or conversion rights; and
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(iv)
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are entitled to one non-cumulative vote per share on all matters on which
stockholders may vote at all meetings of our stockholders.
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The holders of shares of our common stock
do not have cumulative voting rights, which means that the holder or holders of more than fifty percent (50%) of outstanding shares
voting for the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining
shares will not be able to elect any of the our directors.
Our common stock is listed on The NYSE MKT under the symbol
“ONP.” The transfer agent and registrar for our common stock is Empire Stock Transfer Inc., 859 Whitney Mesa Dr.,
Henderson, NV 89014.
Debt
Securities
The following description, together with the additional information
we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that
we may offer under this prospectus. While the terms we have summarized below will generally apply to any future debt securities
we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail
in the applicable prospectus supplement. The terms of any debt securities we offer under a prospectus supplement may differ from
the terms we describe below. As of the date of this prospectus, we have no outstanding registered debt securities.
We will issue senior notes under a senior indenture, which
we will enter into with the trustee to be named in the senior indenture. We will issue subordinated notes under a subordinated
indenture, which we will enter into with the trustee to be named in the subordinated indenture. We have filed forms of these documents
as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer
to both the senior indenture and the subordinated indenture.
The indentures will be qualified under the Trust Indenture
Act of 1939. References to the Trust Indenture Act of 1939 include all amendments thereto. We use the term “debenture trustee”
to refer to either the senior trustee or the subordinated trustee, as applicable.
The following summaries of material provisions of the senior
notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions
of the indenture applicable to a particular series of debt securities, and all supplements thereto. We urge you to read the applicable
prospectus supplements related to the debt securities that we sell under this prospectus, as well as the complete indentures that
contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior and the subordinated indentures
are identical.
General
The terms of each series of debt securities will be established
by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officers’
certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. In addition, the
particular terms of each series of debt securities will be described in a prospectus supplement relating to such series, including
any pricing supplement. The prospectus supplement will set forth, among other things:
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the principal
amount being offered, and, if a series, the total amount authorized and the total amount
outstanding;
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any limit on
the amount that may be issued;
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whether or
not we will issue the series of debt securities in global form and, if so, the terms
and who the depositary will be;
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whether and
under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a U.S. person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts;
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the annual
interest rate, which may be fixed or variable, or the method for determining the rate,
the date interest will begin to accrue, the dates interest will be payable and the regular
record dates for interest payment dates or the method for determining such dates;
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the terms of
the subordination of any series of subordinated debt, if applicable;
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the place where
payments will be payable;
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restrictions
on transfer, sale or other assignment, if any;
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our right,
if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if
any, after which, the conditions upon which, and the price at which we may, at our option,
redeem the series of debt securities pursuant to any optional or provisional redemption
provisions, and any other applicable terms of those redemption provisions;
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the date, if
any, on which, and the price at which we are obligated, pursuant to any mandatory sinking
fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option
to purchase, the series of debt securities and the currency or currency unit in which
the debt securities are payable;
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whether the
indenture will restrict our ability and/or the ability of our subsidiaries to, among
other things:
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incur additional
indebtedness;
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issue additional
securities;
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pay dividends
and make distributions in respect of our capital stock and the capital stock of our subsidiaries;
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place restrictions
on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make investments
or other restricted payments;
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sell or otherwise
dispose of assets;
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enter into
sale-leaseback transactions;
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engage in transactions
with stockholders and affiliates;
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issue or sell
stock of our subsidiaries; or
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effect a consolidation
or merger;
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whether the
indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
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information
describing any book-entry features;
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provisions
for a sinking fund purchase or other analogous fund, if any;
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whether the
debt securities are to be offered at a price such that they will be deemed to be offered
at an “original issue discount” as defined in paragraph (a) of Section 1273
of the Internal Revenue Code;
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the procedures
for any auction and remarketing, if any;
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the denominations
in which we will issue the series of debt securities, if other than denominations of
$1,000 and any integral multiple thereof;
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if other than
dollars, the currency in which the series of debt securities will be denominated; and
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any other specific
terms, preferences, rights or limitations of, or restrictions on, the debt securities,
including any events of default that are in addition to those described in this prospectus
or any covenants provided with respect to the debt securities that are in addition to
those described above, and any terms that may be required by us or advisable under applicable
laws or regulations or advisable in connection with the marketing of the debt securities.
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Conversion or Exchange Rights
We will set forth in the prospectus supplement the terms on
which a series of debt securities may be convertible into or exchangeable for common stock or other securities of ours or a third
party, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or
exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or
at our option. We may include provisions pursuant to which the number of our securities or the securities of a third party that
the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those
provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property
upon conversion or exchange, for example in the event of our merger or consolidation with another entity.
Consolidation, Merger or Sale
The indentures in the forms initially filed as exhibits to
the registration statement of which this prospectus is a part do not contain any covenant that restricts our ability to merge
or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor
of ours or the acquirer of such assets must assume all of our obligations under the indentures and the debt securities.
If the debt securities are convertible for our other securities,
the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of
the debt securities into securities that the holders of the debt securities would have received if they had converted the debt
securities before the consolidation, merger or sale.
Events of Default Under the Indenture
The following are events of default under the indentures in
the forms initially filed as exhibits to the registration statement with respect to any series of debt securities that we may
issue:
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if we fail
to pay interest when due and payable and our failure continues for 90 days and the time
for payment has not been extended or deferred;
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if we fail
to pay the principal, sinking fund payment or premium, if any, when due and payable and
the time for payment has not been extended or delayed;
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if we fail
to observe or perform any other covenant contained in the debt securities or the indentures,
other than a covenant specifically relating to another series of debt securities, and
our failure continues for 90 days after we receive notice from the debenture trustee
or holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and
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if specified
events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee
or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us
in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if
any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above
occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding
shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default
or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights
or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect
to the debt securities of that series, provided that:
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the direction
so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to
its duties under the Trust Indenture Act of 1939, the debenture trustee need not take
any action that might involve it in personal liability or might be unduly prejudicial
to the holders not involved in the proceeding.
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A holder of the debt securities of any series will only have
the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:
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the holder
has given written notice to the debenture trustee of a continuing event of default with
respect to that series;
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the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that
series have made written request, and such holders have offered reasonable indemnity,
to the debenture trustee to institute the proceeding as trustee; and
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the debenture
trustee does not institute the proceeding and does not receive from the holders of a
majority in aggregate principal amount of the outstanding debt securities of that series
other conflicting directions within 90 days after the notice, request and offer.
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These limitations do not apply to a suit instituted by a holder
of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the debenture trustee
regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change an indenture without
the consent of any holders with respect to specific matters, including:
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to fix any
ambiguity, defect or inconsistency in the indenture;
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to comply with
the provisions described above under “
—
Consolidation, Merger or Sale”;
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to comply with
any requirements of the SEC in connection with the qualification of any indenture under
the Trust Indenture Act of 1939;
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to evidence
and provide for the acceptance of appointment by a successor trustee;
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to provide
for uncertificated debt securities and to make all appropriate changes for such purpose;
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to add to,
delete from, or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issuance, authorization and delivery of debt securities
or any series, as set forth in the indenture;
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to provide
for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided under “
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General” to establish the
form of any certifications required to be furnished pursuant to the terms of the indenture
or any series of debt securities, or to add to the rights of the holders of any series
of debt securities;
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to add to our
covenants such new covenants, restrictions, conditions or provisions for the protection
of the holders, to make the occurrence, or the occurrence and the continuance, of a default
in any such additional covenants, restrictions, conditions or provisions an event of
default, or to surrender any of our rights or powers under the indenture; or
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to change anything
that does not materially adversely affect the interests of any holder of debt securities
of any series.
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In addition, under the indentures, the rights of holders of
a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the
debenture trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:
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extending the
fixed maturity of the series of debt securities;
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reducing the
principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any debt securities; or
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reducing the
percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver.
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Discharge
Each indenture provides that we can elect to be discharged
from our obligations with respect to one or more series of debt securities, except that the following obligations, among others
survive until the maturity date or the redemption date:
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register the
transfer or exchange of debt securities of the series;
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replace stolen,
lost or mutilated debt securities of the series;
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maintain paying
agencies;
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hold monies
for payment in trust; and
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appoint any
successor trustee;
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and the following obligations survive the maturity date or
the redemption date:
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recover excess
money held by the debenture trustee; and
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compensate
and indemnify the debenture trustee.
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As more fully set forth in the indentures, in order to exercise
our rights to be discharged, we must either deliver for cancellation all securities of a series to the debenture trustee or must
deposit with the debenture trustee money or government obligations sufficient to pay all the principal of, any premium, if any,
and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of
$1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or
permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company,
New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with respect to
that series. See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry
securities.
At the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt
securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations
applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon
duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any
transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for
transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We will name in a board resolution the security registrar,
and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any
time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to redeem the debt securities of any series, we
will not be required to:
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issue, register
the transfer of, or exchange any debt securities of any series being redeemed in part
during a period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of the mailing; or
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register the
transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Debenture Trustee
The debenture trustee, other than during the occurrence and
continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in
the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same degree of care
as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee
is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement,
we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt
securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the
interest.
We will name in the applicable board resolution any other paying
agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place
of payment for the debt securities of a particular series.
All money we pay to a paying agent or the debenture trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two
years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by
and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939
is applicable.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be subordinate and junior
in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indentures
in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount
of indebtedness that we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing
any other debt, including secured debt or unsecured debt.
Warrants
As of June 11, 2018, we have issued and outstanding warrants
to purchase up to 820,312 shares of our common stock, in the aggregate.
The following description, together with the additional information
we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may
offer under this prospectus and any related warrant agreement and warrant certificate. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe the specific terms of any series of warrants in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus
supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and
provisions and will be incorporated by reference as an exhibit to the registration statement which includes this prospectus.
General
We may issue warrants for the purchase of common stock and/or
debt securities in one or more series. We may issue warrants independently or together with common stock and/or debt securities,
and the warrants may be attached to or separate from these securities.
We will evidence each series of warrants by warrant certificates
that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. Each warrant agent may
be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent.
We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular
series of warrants.
We will describe in the applicable prospectus supplement the
terms of the series of warrants, including:
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the offering
price and aggregate number of warrants offered;
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if applicable,
the designation and terms of the securities with which the warrants are issued and the
number of warrants issued with each such security or each principal amount of such security;
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if applicable,
the date on and after which the warrants and the related securities will be separately
transferable;
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in the case
of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise;
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in the case
of warrants to purchase common stock, the number or amount of shares of common stock,
purchasable upon the exercise of one warrant and the price at which and currency in which
these shares may be purchased upon such exercise;
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the manner
of exercise of the warrants, including any cashless exercise rights;
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the warrant
agreement under which the warrants will be issued;
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the effect
of any merger, consolidation, sale or other disposition of our business on the warrant
agreement and the warrants;
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anti-dilution
provisions of the warrants, if any;
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the terms of
any rights to redeem or call the warrants;
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any provisions
for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants;
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the dates on
which the right to exercise the warrants will commence and expire or, if the warrants
are not continuously exercisable during that period, the specific date or dates on which
the warrants will be exercisable;
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the manner
in which the warrant agreement and warrants may be modified;
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the identities
of the warrant agent and any calculation or other agent for the warrants;
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federal income
tax consequences of holding or exercising the warrants;
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the terms of
the securities issuable upon exercise of the warrants;
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any securities
exchange or quotation system on which the warrants or any securities deliverable upon
exercise of the warrants may be listed or quoted; and
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any other specific
terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders of warrants will
not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case
of warrants to purchase debt securities, the right to receive payments of principal of,
or premium, if any, or interest on, the debt securities purchasable upon exercise or
to enforce covenants in the applicable indenture; or
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in the case
of warrants to purchase common stock, the right to receive dividends, if any, or, payments
upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement.
Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any
time up to 5:00 P.M. eastern time on the expiration date that we set forth in the applicable prospectus supplement. After the
close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering
the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
exercise price by the methods provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant
certificate, and in the applicable prospectus supplement, the information that the holder of the warrant will be required to deliver
to the warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of
warrants.
Enforceability of Rights By Holders of Warrants
Any warrant agent will act solely as our agent under the applicable
warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single
bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility
in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related
warrant agent or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and
receive the securities purchasable upon exercise of, its warrants in accordance with their terms.
Warrant Agreement Will Not Be Qualified Under Trust
Indenture Act
No warrant agreement will be qualified as an indenture, and
no warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued
under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.
Governing Law
Each warrant agreement and any warrants issued under the warrant
agreements will be governed by New York law.
Calculation Agent
Any calculations relating to warrants may be made by a calculation
agent, an institution that we appoint as our agent for this purpose. The prospectus supplement for a particular warrant will name
the institution that we have appointed to act as the calculation agent for that warrant as of the original issue date for that
warrant, if any. We may appoint a different institution to serve as calculation agent from time to time after the original issue
date without the consent or notification of the holders. The calculation agent’s determination of any amount of money payable
or securities deliverable with respect to a warrant will be final and binding in the absence of manifest error.
SUBSCRIPTION
RIGHTS
General
We may issue subscription rights to purchase Common Stock.
Subscription rights may be issued independently or together with any other offered security and may or may not be transferable
by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our shareholders,
we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters will purchase
any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights
offering to our shareholders, we will distribute certificates evidencing the subscription rights and a prospectus supplement to
our shareholders on the record date that we set for receiving subscription rights in such subscription rights offering.
The applicable prospectus supplement will describe the following
terms of subscription rights in respect of which this prospectus is being delivered:
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the title of
such subscription rights;
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the securities
for which such subscription rights are exercisable;
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the exercise
price for such subscription rights;
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the number
of such subscription rights issued to each shareholder;
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the extent
to which such subscription rights are transferable;
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if applicable,
a discussion of the material Israeli and United States federal income tax considerations
applicable to the issuance or exercise of such subscription rights;
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the date on
which the right to exercise such subscription rights shall commence, and the date on
which such rights shall expire (subject to any extension);
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the extent
to which such subscription rights include an over-subscription privilege with respect
to unsubscribed securities;
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if applicable,
the material terms of any standby underwriting or other purchase arrangement that we
may enter into in connection with the subscription rights offering; and
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any other terms
of such subscription rights, including terms, procedures and limitations relating to
the exchange and exercise of such subscription rights.
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Exercise of Subscription Rights
Each subscription right will entitle the holder of the subscription
right to purchase for cash such amount of Common Stock at such exercise price as shall be set forth in, or be determinable as
set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised
at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus supplement.
After the close of business on the expiration date, all unexercised subscription rights will become void.
Subscription rights may be exercised as set forth in the prospectus
supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate
properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated
in the prospectus supplement, we will forward, as soon as practicable, the Common Stock purchasable upon such exercise. We may
determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through agents, underwriters
or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in
the applicable prospectus supplement.
Units
We may issue units comprised of one or more of the other securities
described in this prospectus or in any prospectus supplement in any combination. Each unit will be issued so that the holder of
the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit certificate
may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before
a specified date or upon the occurrence of a specified event or occurrence.
The applicable prospectus supplement will describe:
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the designation
and terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately;
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any provisions
for the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units; and
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whether the
units will be issued in fully registered or global form.
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PLAN
OF DISTRIBUTION
We may sell the securities being offered pursuant to this prospectus
to or through underwriters, through dealers, through agents, or directly to one or more purchasers or through a combination of
these methods. The applicable prospectus supplement will describe the terms of the offering of the securities, including:
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the name or
names of any underwriters, if, and if required, any dealers or agents;
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the purchase
price of the securities and the proceeds we will receive from the sale;
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any underwriting
discounts and other items constituting underwriters’ compensation;
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any discounts
or concessions allowed or reallowed or paid to dealers; and
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any securities
exchange or market on which the securities may be listed or traded.
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We may distribute the securities from time to time in one or
more transactions at:
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a fixed price
or prices, which may be changed;
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market prices
prevailing at the time of sale;
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prices related
to such prevailing market prices; or
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Only underwriters named in the prospectus supplement are underwriters
of the securities offered by the prospectus supplement.
If underwriters are used in an offering, we will execute an
underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including
any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement.
The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly
by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s)
will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will
be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering
price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise
set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject
to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.
We may grant to the underwriters options to purchase additional
securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts,
as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus
supplement for those securities.
If we use a dealer in the sale of the securities being offered
pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names
of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities directly or through agents we designate
from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions
we will pay the agent in the prospectus supplement.
We may authorize agents or underwriters to solicit offers by
institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions
to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
In connection with the sale of the securities, underwriters,
dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents, in the form
of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any
institutional investors or others that purchase securities directly for the purpose of resale or distribution, may be deemed to
be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common stock by
them may be deemed to be underwriting discounts and commissions under the Securities Act.
We may provide agents, underwriters and other purchasers with
indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect
to payments that the agents, underwriters or other purchasers may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
To facilitate the public offering of a series of securities,
persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price
of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating
in the offering of more securities than have been sold to them by us. In exercising the over-allotment option granted to those
persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities
in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in
any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation
or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on
the price of our securities.
Unless otherwise specified in the applicable prospectus supplement,
any common stock sold pursuant to a prospectus supplement will be eligible for listing on The NYSE MKT, subject to official notice
of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities,
but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
In order to comply with the securities laws of some states,
if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or licensed
brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is available and complied with.
LEGAL
MATTERS
Certain legal matters with respect to the validity of the offered securities will be passed upon for us by
Loeb & Loeb LLP, New York, New York.
EXPERTS
The audited consolidated financial statements as of December
31, 2017, and for each of the years in the two-year period ended December 31, 2017 incorporated herein by reference from the Company’s
Annual Reports on Form 10-K have been audited by WWC, P.C. Certified Accountants and BDO China Shu Lun Pan Certified Public Accountants
LLP, respectively, each an independent registered public accounting firm, as stated in its respective report, which is incorporated
by reference and has been so incorporated in reliance upon the report of each such firm given upon its authority as experts in
accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION ABOUT US
We have filed a registration statement on Form S-3 with the
SEC for the securities we are offering by this prospectus. This prospectus does not include all of the information contained in
the registration statement. You should refer to the registration statement and its exhibits for additional information. We will
provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in the prospectus but not delivered with the prospectus. We will provide this information
upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter
to the Secretary of the Company, c/o Orient Paper, Inc., at the Company’s office located at Science Park, Juli Road, Xushui
District, Baoding City, Hebei Province, People’s Republic of China 072550. The Company’s telephone number is 011-
(86) 312-8698215.
We are required to file annual and quarterly reports, current
reports, proxy statements, and other information with the SEC. We make these documents publicly available, free of charge, on
our website at www.bioaobo.com as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC
filings, including the registration statement, on the SEC’s website at http://www.sec.gov. You also may read and copy any
document we file with the SEC at its public reference facility at:
Public Reference Room
100 F Street N.E.
Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the public reference facilities.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and
Exchange Commission are incorporated by reference in this prospectus:
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●
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Quarterly Report on Form 10-Q for the quarter and
three months ended March 31, 2018, filed on May 14, 2017;
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●
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Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, filed on April 17, 2018; and
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●
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The description
of our Common Stock set forth in our Registration Statement on Form 8-A filed with the
Commission on May 10, 2007 (File No. 000-52639), including any amendments or reports
filed for the purpose of updating such description.
|
We also incorporate by reference all documents we file (other
than documents or portions of documents deemed to be furnished pursuant to the Exchange Act) under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (a) after the initial filing date of the registration statement of which this prospectus is a part and
before the effectiveness of the registration statement, and (b) after the effectiveness of the registration statement and before
the filing of a post-effective amendment that indicates that the securities offered by this prospectus have been sold or that
deregisters the securities covered by this prospectus then remaining unsold. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related
prospectus supplement to the extent that a statement in any other subsequently filed document which is also incorporated or deemed
to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
$30,000,000
ORIENT PAPER, INC.
Common Stock
Debt Securities
Warrants
Subscription Rights
Units
PROSPECTUS
June 11, 2018
We have not authorized any dealer, salesperson or other
person to give any information or represent anything not contained in or incorporated by reference into this prospectus. You must
not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely
on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. Neither the delivery of this
prospectus, nor any sale made hereunder, shall create any implication that the information in this prospectus is correct after
the date hereof.
PART II INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the fees and
expenses relating to the issuance and distribution of the securities being registered hereby, other than underwriting discounts
and commissions, all of which shall be borne by Orient Paper, Inc. All of such fees and expenses, except for the SEC Registration
Fee, are estimated:
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SEC Registration Fee
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$
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3,735.00
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|
Printing and engraving expenses
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*
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Accounting fees and expenses
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*
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|
Legal fees and expenses (including blue sky services and expenses)
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*
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Total
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$
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*
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*
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Since an indeterminate amount of securities is covered
by this registration statement, the expenses in connection with the issuance and distribution of the securities are therefore
not currently determinable.
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Item 15. Indemnification of Officers and Directors
Under Sections 78.7502 and 78.751 of the Nevada Revised Statutes,
the Company has broad powers to indemnify and insure its directors and officers against liabilities they may incur in their capacities
as such. The Company’s amended and restated articles of incorporation implement the indemnification and insurance provisions
permitted by Chapter 78 of the Nevada Revised Statutes by providing that:
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●
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The Company shall indemnify all its directors and officers to the fullest extent permitted by Chapter 78 of the Nevada
Revised Statutes or any other law then in effect or as it may hereafter be amended. The Company shall indemnify each of its
present and future directors and officers who becomes a party or is threatened to be made a party to any suit or proceeding,
against expenses, including, but not limited to, attorneys’ fees, judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit, proceeding or settlement, provided such person acted in
good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
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●
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The expenses of directors and officers incurred in defending a civil or criminal action, suit, or proceeding may be paid
by the Company as they are incurred and in advance of the final disposition of the foregoing actions, if such person undertakes
to repay said expenses if it is ultimately determined by a court that he is not entitled to be indemnified by the Company,
meaning, a final adjudication establishes that the person’s acts or omissions involved a breach of any fiduciary duties,
where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action.
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These indemnification provisions may be sufficiently broad
to permit indemnification of the Company’s directors and officers for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have
been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 16. Exhibits
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Exhibit
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Number
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Description
of Document
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1.1*
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Form of underwriting agreement with
respect to common stock, warrants, subscription rights , debt securities or units.
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4.1*
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Form of specimen common stock certificate,
if any
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4.2 **
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Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.
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4.3 **
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Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.
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4.4*
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Form of debt securities, if any.
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4.5 *
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Form of warrant agreement and warrant
certificate, if any.
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4.6 *
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Form of subscription rights agreement
and subscription rights certificate, if any.
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4.7 *
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Form of unit certificate, if any.
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5.1**
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Opinion of Loeb & Loeb LLP (included in the original filing of the registration statement).
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23.1**
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Consent of BDO China Shu Lun Pan Certified Public Accountants LLP, an independent registered public accounting firm (included in the original filing of the registration statement).
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23.2 **
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Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
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23.3 **
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Consent of WWC, P.C. Certified Public Accountants, an independent registered public accounting firm.
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24.1**
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Power of Attorney (included on signature pages to the original filing of the registration statement).
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25.1***
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Statement of Eligibility on Form T-1
under the Trust Indenture Act of 1939, as amended, of a trustee acceptable to the registrant, as trustee under the Indenture
with respect to senior debt securities.
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25.2***
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Statement of Eligibility on Form T-1
under the Trust Indenture Act of 1939, as amended, of a trustee acceptable to the registrant, as trustee under the Indenture
with respect to subordinated debt securities.
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*
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To the extent applicable, to be filed by a post-effective
amendment or as an exhibit to a document filed under the Securities Exchange Act, as amended, and incorporated by reference herein.
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***
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To the extent applicable, to be filed under Form 305B2.
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Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. Provided, however, that the undertakings set forth in
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and
the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are
incorporated by reference in the registration statements or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is a part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(1) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(2) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(d) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(e) The
undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall of 1933 be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(f) If
and when applicable, the undersigned registrant, hereby undertakes to file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
(g) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Baoding City, Hebei Province, People’s Republic of China on the 11th day of June, 2018.
|
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ORIENT PAPER, INC.
|
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By
|
/s/ Zhenyong Liu
|
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|
Name: Zhenyong Liu
|
|
|
|
Title: Chief Executive Officer
|
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 indicated.
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
|
|
/s/ Zhenyong Liu
|
|
Chief Executive Officer and Chairman of the Board
|
|
June 11, 2018
|
|
Zhenyong Liu
|
|
(
Principal Executive Officer
)
|
|
|
|
|
|
|
|
|
|
/s/ Jing Hao*
|
|
Chief Financial Officer
|
|
June 11, 2018
|
|
Jing Hao
|
|
(
Principal Financial Officer and Principal Accounting Officer
)
|
|
|
|
|
|
|
|
|
|
/s/ Marco Ku Hon Wai*
|
|
Director
|
|
June 11, 2018
|
|
Marco Ku Hon Wai
|
|
|
|
|
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|
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|
|
|
|
/s/ Wenbing Christopher Wang*
|
|
Director
|
|
June 11, 2018
|
|
Wenbing Christopher Wang
|
|
|
|
|
|
|
|
|
|
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/s/ Fuzeng Liu*
|
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Director
|
|
June 11, 2018
|
|
Fuzeng Liu
|
|
|
|
|
|
|
|
|
|
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/s/ Lusha Niu*
|
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Director
|
|
June 11, 2018
|
|
Lusha Niu
|
|
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*By:
|
/s/
Zhenyong Liu
|
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|
Zhenyong Liu, attorney in fact
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