As
filed with the Securities and Exchange Commission on June 18, 2018
Registration
No. 333-[ ]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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20-8468508
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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9 North West Fourth Ring Road
Yingu Mansion Suite 1708
Haidian District Beijing, People’s
Republic of China 100190
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Xianfu Han
Chief Executive Officer
1515 Broadway, 11th Floor
New York, NY 10036
+86 10 82525361
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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(Name, address including zip code, and telephone number, including area code, of agent for service)
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Copy
to:
Joan
Wu Esq.
Hunter
Taubman Fischer & Li, LLC 1450 Broadway, Floor 26
New
York, NY 10018
Tel:
(212) 530-2210
Facsimile:
(212) 202-6380
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
(Do
not check if a smaller reporting company)
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be
registered
(1)
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Proposed
maximum
offering
price per
share
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Proposed
maximum
aggregate
offering
price
(2)
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Amount of
registration
fee
(3)
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Common Stock, $0.001 par value
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Preferred Stock, $0.001 par value
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Debt Securities
(4)
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Warrants
(5)
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Rights
(4)
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Units
(4)
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Total
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$
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50,000,000
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$
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6,225
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(1)
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With
respect to the primary offering, such indeterminate number or amount of debt securities,
common stock, preferred stock, warrants and units to purchase any combination of the
foregoing securities, and rights, as may from time to time be issued at indeterminate
prices, with an aggregate initial offering price not to exceed $50,000,000. Securities
registered hereunder may be sold separately or together in any combination with other
securities registered hereunder.
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(2)
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In
no event will the aggregate offering price of all securities issued from time to time
pursuant to this registration statement exceed $50,000,000.
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(3)
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Estimated
solely for the purpose of calculating the registration fee for a primary offering pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to Rule 457(o) under the Securities Act and General Instruction II.D. of Form
S-3, the table does not specify by each class information as to the amount to be registered
or proposed maximum offering price per unit.. The total amount is being paid herewith.
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(4)
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Subject
to footnote (1), there are also being registered hereunder an indeterminate principal
amount or number of shares of debt securities, preferred stock or common stock that may
be issued upon conversion of, or in exchange for, debt securities or preferred stock
registered hereunder or upon exercise of warrants registered hereunder, as the case may
be
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(5)
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Includes
warrants to purchase common stock and warrants to purchase preferred stock.
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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 which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been
filed with Securities and Exchange Commission. We may not sell any of the securities until the registration statement is filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where offers or sales are not permitted.
SUBJECT
TO COMPLETION, DATED June 18, 2018
PROSPECTUS
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
$50,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We
may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell
common stock, preferred stock, warrants, or a combination of these securities, or units, for an aggregate offering price of up
to $50 million. This prospectus describes the general manner in which our securities may be offered using this prospectus.
Each
time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about
the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus.
You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed
to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. This prospectus may
not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our
common stock is listed on the NASDAQ Capital Market under the symbol “CADC.” On June 5, 2017, the last reported sales
price of our common stock was $3.05. We will apply to list any shares of common stock sold by us under this prospectus and any
prospectus supplement on the NASDAQ Capital Market. The prospectus supplement will contain information, where applicable, as to
any other listing of the securities on the NASDAQ Capital Market or any other securities market or exchange covered by the prospectus
supplement.
As
of June 11, 2018, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $8 million,
based on 4,988,649shares of outstanding common stock, of which approximately 2.1 million shares are held by non-affiliates, and
a per share price of $3.70 based on the closing sale price of our common stock on June 11, 2018.
During
the 12 calendar month period that ends on and includes the date hereof, we have not offered or sold any shares of the common stock
pursuant to General Instruction I.B.6 to Form S-3.
Pursuant
to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value
exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million.
Investing
in any of our common stock involves risk. You should carefully consider the Risk Factors beginning on page 3 of this prospectus
in addition to Risk Factors contained in the applicable prospectus supplement, before you make an investment in the securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus if truthful or complete. Any representation to the contrary is a criminal offense.
We
may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are
involved in the sale of the securities their names, and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus
supplement. We can sell the securities through agents, underwriters or dealers only with delivery of a prospectus supplement describing
the method and terms of the offering of such securities. See “Plan of Distribution.”
The
date of this prospectus is June 18, 2018
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We
have not authorized any dealer, salesman or any other person to provide you with additional or different information. This prospectus
and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities
to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any
person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information
in this prospectus or any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus
supplement is accurate as of any date other than the date of the document containing the information. We will disclose any material
changes in our affairs in a post- effective amendment to the registration statement of which this prospectus is a part, a prospectus
supplement, or a future filing with the Securities and Exchange Commission incorporated by reference in this prospectus.
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Note
Regarding Forward-Looking Statements
The
information contained in this prospectus includes some statements that are not purely historical and that are “forward-looking
statements.” Such forward-looking statements include, but are not limited to, statements regarding our company and our management’s
expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of
operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,”
“might,” “plans,” “possible,” “potential,” “predicts,” “projects,”
“seeks,” “should,” “will,” “would” and similar expressions, or the negatives of
such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The
forward-looking statements contained herein are based on current expectations and beliefs concerning future developments and the
potential effects on us. Future developments actually affecting us may not be those anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. Examples are statements
regarding future developments with respect to the following:
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our
expectations regarding the market for our concrete products and services;
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our
expectations regarding the continued growth of the concrete industry;
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our
beliefs regarding the competitiveness of our products;
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our
expectations regarding the expansion of our manufacturing capacity;
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our
expectations with respect to increased revenue growth and our ability to maintain profitability resulting from increases in our
production volumes;
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our
future business development, results of operations and financial condition;
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competition
from other manufacturers of concrete products;
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the
loss of any member of our management team;
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our
ability to integrate acquired subsidiaries and operations into existing operations;
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market
conditions affecting our equity capital;
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our
ability to successfully implement our selective acquisition strategy;
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changes
in general economic conditions; and
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changes
in accounting rules or the application of such rules.
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You
should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the
forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither
we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Except as required
by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report
to conform these statements to actual results or to changes in our expectations.
We
qualify all of our forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update
any forward-looking statements for any reason, except as required by law.
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PROSPECTUS
SUMMARY
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a
“shelf” registration process. Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one of more offerings up to a total dollar amount of proceeds of $50,000,000. This
prospectus describes the general manner in which our securities may be offered by this prospectus. Each time we sell
securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change information contained in this prospectus or in documents
incorporated by reference in this prospectus. The prospectus supplement that contains specific information about the terms of
the securities being offered may also include a discussion of certain
U.S. Federal income tax consequences and any risk factors or other special
considerations applicable to those securities. To the extent that any statement that we make in a prospectus supplement is
inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus, you should
rely on the information in the prospectus supplement.
You
should carefully read both this prospectus and any prospectus supplement together with the additional information described under
“Where You Can Find Additional Information” before buying any securities in this offering.
In
this prospectus, unless indicated otherwise, references to
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“China,”
“Chinese” and “PRC,” are references to the People’s Republic of China;
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“BVI”
refers to the British Virgin Islands;
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“China
Advanced,” “China-ACM,” “the Company,” “we,” “us,” or “our,”
are references to the combined business of China Advanced Construction Materials, Group, Inc. and its wholly-owned subsidiaries,
BVI- ACM and China-ACMH, as well as Xin Ao and its wholly owned subsidiaries in China, including Heng Yuan Zhengke, Hong Sheng
An, Heng Tai, Da Tong, and Luan Xian HengXin, but do not include the stockholders of China Advanced;
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“BVI-ACM”
refers to Xin Ao Construction Materials, Inc;
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“China-ACMH”
refers to Beijing Ao Hang Construction Materials Technology Co., Ltd.;
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“Xin
Ao” refers to Beijing Xin Ao Concrete Group;
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“Heng
Yuan ZhengKe” refers to Beijing Heng Yuan ZhengKe Technical Consulting Co., Ltd;
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“Hong
Sheng An” refers to Beijing Hong Sheng An Construction Materials Co., Ltd;
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“Heng
Tai” refers to Beijing Heng Tai Hong Sheng Construction Materials Co., Ltd;
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“Da
Tong” refers to Da Tong Ao Hang Wei Ye Machinery and Equipment Rental Co., Ltd;
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“Luan
Xian HengXin” refers to Luan Xian HengXin Technology Co., Ltd;
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“RMB”
refers to the Renminbi, the legal currency of China; and
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“U.S.
dollars,” “dollars” and “$” are references to the legal currency of the United States.
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The
Company
The
Company is a holding company whose primary business operations are conducted through our wholly-owned subsidiaries BVI-ACM and
China-ACMH, and our variable interest entities, Xin Ao and its subsidiaries. The Company engages in the production of advanced
construction materials for large scale infrastructure, commercial and residential developments. The Company is primarily focused
on engineering, producing, servicing, delivering and pumping a comprehensive range of advanced ready-mix concrete materials for
highly technical, large scale, and environmentally-friendly construction projects. Ready-mixed concrete products are important
building materials that are used in a vast majority of commercial, residential and public works construction projects. We are
committed to conducting our operations with an emphasis on the extensive use of recycled waste materials, extending product life,
the efficient production of our concrete materials with minimal energy usage, dust and air pollution, and innovative products,
methods and practices.
China
Advanced Construction Materials Group, Inc. was founded as an unincorporated business on September 1, 2005, under the name TJS
Wood Flooring, Inc., and became a C corporation in the State of Delaware on February 15, 2007. On April 29, 2008, we changed our
name to China Advanced Construction Materials Group, Inc. in response to a reverse acquisition transaction with BVI-ACM described
below.
On
April 29, 2008, we completed a reverse acquisition transaction with BVI-ACM whereby we issued to the stockholders of BVI-ACM 8,809,583
shares of our common stock in exchange for all of the issued and outstanding capital stock of BVI-ACM. BVI-ACM thereby became
our wholly owned subsidiary and the former stockholders of BVI-ACM became our controlling stockholders.
On
August 1, 2013, we consummated a reincorporation merger pursuant to which we merged with and into our wholly-owned subsidiary,
China Advanced Construction Materials Group, Inc., a newly formed Nevada corporation and the surviving entity in the merger, pursuant
to the terms and conditions of an Agreement and Plan of Merger entered into as of August 1, 2013. As a result of the reincorporation
the Company is now governed by the laws of the state of Nevada.
BVI-ACM
was established on October 9, 2007, under the laws of British Virgin Islands. The majority shareholders of BVI-ACM are Chinese
citizens who own 100% of Xin Ao, a limited liability company formed under laws of China. BVI-ACM was established as a “special
purpose vehicle” for foreign fund raising for Xin Ao. China State Administration of Foreign Exchange, or SAFE, requires
the owners of any Chinese companies to obtain SAFE’s approval before establishing any offshore holding company structure
for foreign financing as well as subsequent acquisition matters. On September 29, 2007, BVI-ACM was approved by local Chinese
SAFE as a “special purpose vehicle” offshore company.
On
November 23, 2007, BVI-ACM established a subsidiary, China-ACMH, in China as a wholly owned foreign limited liability company
with registered capital of $5 million. Through China-ACMH and its variable interest entity Xin Ao, we are engaged in producing
general ready-mixed concrete, customized mechanical refining concrete, and some other concrete-related products which are mainly
sold in China. On September 20, 2010, China ACM established a 100% owned subsidiary, Advanced Investment Holdings Co., Inc., or
AIH, in the State of Nevada. AIH never engaged in operations and the Company subsequently dissolved AIH on August 30, 2011.
In
March and April 2010, Xin Ao established five 100% owned subsidiaries in China: Beijing Heng Yuan ZhengKe Technical Consulting
Co., Ltd (“Heng Yuan ZhengKe”), Beijing Hong Sheng An Construction Materials Co., Ltd (“Hong Sheng An”),
Beijing Heng Tai Hong Sheng Construction Materials Co., Ltd (“Heng Tai”), Da Tong Ao Hang Wei Ye Machinery and Equipment
Rental Co., Ltd (“Da Tong”) and Luan Xian HengXin Technology Co., Ltd (“Luan Xian HengXin”). Total registered
capital for these five subsidiaries was approximately $2.1 million (RMB 14 million) and none of these Xin Ao subsidiaries had
actual operation. The Company decided to dissolve these entities between March 2016 and June 2016. As of June 30, 2017, all of
these entities have been dissolved.
The
address of our principal executive office in China is 9 North West Fourth Ring Road Yingu Mansion Suite 1708, Haidian District
Beijing, People’s Republic of China 100190, and our telephone number is +(86 10) 825 25361. We maintain a website at www.china-acm.com
that contains information about our Company, though no information contained on our website is part of this prospectus.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before you decide whether to purchase any of our securities, in addition to
the other information in this prospectus and the related prospectus supplement, you should carefully consider the risks described
under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports
on Form 10-Q, which are incorporated by reference into this prospectus, as the same may be updated from time to time by our future
filings with the SEC. You should also carefully consider any additional risks that are described in the prospectus supplement
related to the offering of our securities. If one or more of these risks materializes, our business, financial condition and results
of operations may be adversely affected. In that event, the value of our securities could decline.
DISCLOSURE
REGARDING FORWARD-LOOKING INFORMATION
This
prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements are based on our current expectations and beliefs, including estimates and projections about our industry.
Forward- looking statements may be identified by use of terms such as “anticipates,” “expects,” “intends,”
“plans,” “seeks,” “estimates,” “believes” and similar expressions, although some
forward-looking statements are expressed differently. Statements concerning our financial position, business strategy and plans
or objectives for future operations are forward-looking statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions that are difficult to predict and may cause actual results to
differ materially from management’s current expectations. Such risks and uncertainties include those set forth herein under
“Risk Factors.” The forward-looking statements in this prospectus speak only as of the time they are made and do not
necessarily reflect our outlook at any other point in time.
Except
as may be required under the federal securities laws, we undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. You are advised, however, to read any further disclosures
we make on related subjects in our filings with the SEC, including Form 10-K, Form 10-Q and Form 8-K reports. Also note that under
the caption “Risk Factors,” we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions
relevant to our business. These are factors that we think could cause our actual results to differ materially from expected and
historical results. Other factors besides those listed in “Risk Factors,” including factors described as risks in
our filings with the SEC, could also adversely affect us. For any forward-looking statements contained in any document, we claim
the protection of the safe harbor for forward- looking statements contained in the Private Securities Litigation Reform Act of
1995.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses and products
that are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions
as of the date of this prospectus. Pending the uses described above, we intend to invest the net proceeds in short-term, interest
bearing, investment-grade securities.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock (which includes a description of securities we may offer pursuant to the registration
statement of which this prospectus, as the same may be supplemented, forms a part) does not purport to be complete and is subject
to and qualified in its entirety by our Articles of Incorporation, our bylaws and by the applicable provisions of Nevada law.
Our
authorized capital stock consists of 75,000,000 shares, par value $0.001 per share, consisting of 74,000,000 shares of common
stock and 1,000,000 shares of preferred stock. As of June 11, 2018, there were 4,988,649 shares of common stock, and 0 shares
of preferred stock, outstanding.
The
following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our
amended Articles of Incorporation and bylaws, which have been filed previously with the SEC, and applicable provisions of Nevada
law.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $50,000,000 in the aggregate of:
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness
which may be senior debt securities, senior subordinated debt securities or subordinated
debt securities, each of which may be convertible into equity securities;
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warrants
to purchase our securities;
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rights
to purchase our securities; or
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units
comprised of, or other combinations of, the foregoing securities.
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We
may issue the debt securities as exchangeable for or convertible into shares of common stock, preferred stock or other securities.
The preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock
or other securities. The debt securities, the preferred stock, the common stock and the warrants are collectively referred to
in this prospectus as the “securities.” When a particular series of securities is offered, a supplement to this prospectus
will be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered securities.
Common
Stock
As
of June 11, 2018, there were 4,988,649 shares of our common stock issued and outstanding, held of record by approximately 386
stockholders. We have never paid dividends on our common stock. While any future dividends will be determined by our directors
after consideration of the earnings, financial condition, and other relevant factors, it is currently expected that available
cash resources will be utilized in connection with our ongoing operations.
Each
outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that elections
for directors shall be by a plurality of votes. Stockholders do not have preemptive rights to purchase shares in any future issuance
of our common stock. Upon our liquidation, dissolution or winding up, and after payment of creditors and preferred stockholders,
if any, our assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock.
The
holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board
of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable
future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations
depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In
addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions
to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into
U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding
up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all
creditors.
Preferred
Stock
Our
board of directors it authorized to issue up to 1,000,000 shares of preferred stock in one or more classes or series within a
class as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included
in each class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and
any qualifications, limitations or restrictions thereof. Any preferred stock so issued by the board of directors may rank senior
to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or
both. Moreover, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock
might tend to discourage or render more difficult a merger or other change of control.
As
of the date of this prospectus, no shares of preferred stock were designated or issued and outstanding. Our board may fix the
rights, preferences, privileges and restrictions of our authorized but undesignated preferred shares, including:
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dividend
rights and preferences over dividends on our common stock or any series of preferred
stock;
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the
dividend rate (and whether dividends are cumulative);
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conversion
rights, if any;
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rights
and terms of redemption (including sinking fund provisions, if any);
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redemption
price and liquidation preferences of any wholly unissued series of any preferred stock
and the designation thereof of any of them; and
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to
increase or decrease the number of shares of any series subsequent to the issue of shares
of that series but not below the number of shares then outstanding.
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You
should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that
series, including:
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title
of the series and the number of shares in the series;
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the
price at which the preferred stock will be offered;
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the
dividend rate or rates or method of calculating the rates, the dates on which the dividends
will be payable, whether or not dividends will be cumulative or noncumulative and, if
cumulative, the dates from which dividends on the preferred stock being offered will
cumulate;
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the
voting rights, if any, of the holders of shares of the preferred stock being offered;
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the
provisions for a sinking fund, if any, and the provisions for redemption, if applicable,
of the preferred stock being offered, including any restrictions on the foregoing as
a result of arrearage in the payment of dividends or sinking fund installments;
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the
liquidation preference per share;
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the
terms and conditions, if applicable, upon which the preferred stock being offered will
be convertible into our common stock, including the conversion price, or the manner of
calculating the conversion price, and the conversion period;
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the
terms and conditions, if applicable, upon which the preferred stock being offered will
be exchangeable for debt securities, including the exchange price, or the manner of calculating
the exchange price, and the exchange period;
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any
listing of the preferred stock being offered on any securities exchange;
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a
discussion of any material federal income tax considerations applicable to the preferred
stock being offered;
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the
relative ranking and preferences of the preferred stock being offered as to dividend
rights and rights upon liquidation, dissolution or the winding up of our affairs;
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any
limitations on the issuance of any class or series of preferred stock ranking senior
or equal to the series of preferred stock being offered as to dividend rights and rights
upon liquidation, dissolution or the winding up of our affairs; and
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any
additional rights, preferences, qualifications, limitations and restrictions of the series.
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Upon
issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will have paid their
purchase price in full and we may not require them to pay additional funds.
Any
preferred stock terms selected by our board of directors could decrease the amount of earnings and assets available for distribution
to holders of our common stock or adversely affect the rights and power, including voting rights, of the holders of our common
stock without any further vote or action by the stockholders. The rights of holders of our common stock will be subject to, and
may be adversely affected by, the rights of the holders of any preferred stock that may be issued by us in the future. The issuance
of preferred stock could also have the effect of delaying or preventing a change in control of our company or make removal of
management more difficult.
Debt
Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein
as an Indenture) will be entered into between us and a trustee to be named therein. It is likely that convertible debt securities
will not be issued under an Indenture.
The
Indenture or forms of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is
a part.
As
you read this section, please remember that for each series of debt securities, the specific terms of your debt security as described
in the
applicable
prospectus supplement will supplement and, if applicable, may modify or replace the general terms described
in the summary below. The statement we make in this section may not apply to your debt security.
Events
of Default Under the Indenture
Unless
we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities,
the following are events of default under the indentures with respect to any series of debt securities that we may issue:
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if
we fail to pay the principal or premium, if any, when due and payable at maturity, upon redemption or repurchase or otherwise;
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if
we fail to pay interest when due and payable and our failure continues for certain days;
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if
we fail to observe or perform any other covenant contained in the Securities of a Series or in this Indenture, and our failure
continues for certain days after we receive written notice from the trustee or holders of at least certain percentage in aggregate
principal amount of the outstanding debt securities of the applicable series. The written notice must specify the Default, demand
that it be remedied and state that the notice is a “Notice of Default”;
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if
specified events of bankruptcy, insolvency or reorganization occur; and
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if any other event of default provided with respect
to securities of that series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate as defined in the Form of Indenture.
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We
covenant in the Form of Indenture to deliver a certificate to the trustee annually, within certain days after the close of the
fiscal year, to show that we are in compliance with the terms of the indenture and that we have not defaulted under the indenture.
Nonetheless,
if we issue debt securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus
supplement. Please refer to the prospectus supplement and the form of indenture attached thereto for the terms and conditions
of the offered debt securities. The terms and conditions may or may not include whether or not we must furnish periodic evidence
showing that an event of default does not exist or that we are in compliance with the terms of the indenture.
The
statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt
securities are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indentures (and any amendments or supplements we may enter into from time to time which are permitted
under each Indenture) and the debt securities, including the definitions therein of certain terms.
General
Unless
otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our
company. The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The
subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or
at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without
the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional
debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities
under the applicable Indenture and will be equal in ranking.
Should
an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution
of assets to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness
of our company or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of
principal and interest prior to payments on the senior indebtedness issued under an Indenture.
Prospectus
Supplement
Each
prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will
include some or all of the following:
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the
title of debt securities and whether they are subordinated, senior subordinated or senior
debt securities;
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any
limit on the aggregate principal amount of debt securities of such series;
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the
percentage of the principal amount at which the debt securities of any series will be
issued;
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the
ability to issue additional debt securities of the same series;
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the
purchase price for the debt securities and the denominations of the debt securities;
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the
specific designation of the series of debt securities being offered;
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the
maturity date or dates of the debt securities and the date or dates upon which the debt
securities are payable and the rate or rates at which the debt securities of the series
shall bear interest, if any, which may be fixed or variable, or the method by which such
rate shall be determined;
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the
basis for calculating interest if other than 360-day year or twelve 30-day months;
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the
date or dates from which any interest will accrue or the method by which such date or
dates will be determined;
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the
duration of any deferral period, including the maximum consecutive period during which
interest payment periods may be extended;
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt
securities may be determined with reference to any index, formula or other method, such
as one or more currencies, commodities, equity indices or other indices, and the manner
of determining the amount of such payments;
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the
dates on which we will pay interest on the debt securities and the regular record date
for determining who is entitled to the interest payable on any interest payment date;
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the
place or places where the principal of (and premium, if any) and interest on the debt
securities will be payable, where any securities may be surrendered for registration
of transfer, exchange or conversion, as applicable, and notices and demands may be delivered
to or upon us pursuant to the applicable Indenture;
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the
rate or rates of amortization of the debt securities;
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if
we possess the option to do so, the periods within which and the prices at which we may
redeem the debt securities, in whole or in part, pursuant to optional redemption provisions,
and the other terms and conditions of any such provisions;
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our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making
periodic payments to a sinking fund or through an analogous provision or at the option
of holders of the debt securities, and the period or periods within which and the price
or prices at which we will redeem, repay or purchase the debt securities, in whole or
in part, pursuant to such obligation, and the other terms and conditions of such obligation;
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange
of debt securities;
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the
period or periods within which, the price or prices at which and the terms and conditions
upon which any debt securities of the series may be redeemed, in whole or in part at
our option and, if other than by a board resolution, the manner in which any election
by us to redeem the debt securities shall be evidenced;
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any
restriction or condition on the transferability of the debt securities of a particular
series;
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the
portion, or methods of determining the portion, of the principal amount of the debt securities
which we must pay upon the acceleration of the maturity of the debt securities in connection
with any event of default if other than the full principal amount;
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the
currency or currencies in which the debt securities will be denominated and in which
principal, any premium and any interest will or may be payable or a description of any
units based on or relating to a currency or currencies in which the debt securities will
be denominated;
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence
of specified events;
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any
deletions from, modifications of or additions to the events of default or our covenants
with respect to the applicable series of debt securities, and whether or not such events
of default or covenants are consistent with those contained in the applicable Indenture;
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any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions;
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the
application, if any, of the terms of the applicable Indenture relating to defeasance
and covenant defeasance (which terms are described below) to the debt securities;
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what
subordination provisions will apply to the debt securities;
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the
terms, if any, upon which the holders may convert or exchange the debt securities into
or for our common stock, preferred stock or other securities or property;
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whether
we are issuing the debt securities in whole or in part in global form;
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any
change in the right of the trustee or the requisite holders of debt securities to declare
the principal amount thereof due and payable because of an event of default;
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the
depositary for global or certificated debt securities, if any;
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any
material federal income tax consequences applicable to the debt securities, including
any debt securities denominated and made payable, as described in the prospectus supplements,
in foreign currencies, or units based on or related to foreign currencies;
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any
right we may have to satisfy, discharge and defease our obligations under the debt securities,
or terminate or eliminate restrictive covenants or events of default in the Indentures,
by depositing money or U.S. government obligations with the trustee of the Indentures;
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents
or registrars or other agents with respect to the debt securities;
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to
whom any interest on any debt security shall be payable, if other than the person in
whose name the security is registered, on the record date for such interest, the extent
to which, or the manner in which, any interest payable on a temporary global debt security
will be paid if other than in the manner provided in the applicable Indenture;
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if
the principal of or any premium or interest on any debt securities is to be payable in
one or more currencies or currency units other than as stated, the currency, currencies
or currency units in which it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or the manner in which
such amount shall be determined);
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the
portion of the principal amount of any debt securities which shall be payable upon declaration
of acceleration of the maturity of the debt securities pursuant to the applicable Indenture
if other than the entire principal amount;
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if
the principal amount payable at the stated maturity of any debt security of the series
will not be determinable as of any one or more dates prior to the stated maturity, the
amount which shall be deemed to be the principal amount of such debt securities as of
any such date for any purpose, including the principal amount thereof which shall be
due and payable upon any maturity other than the stated maturity or which shall be deemed
to be outstanding as of any date prior to the stated maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined);
and
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any
other specific terms of the debt securities, including any modifications to the events
of default under the debt securities and any other terms which may be required by or
advisable under applicable laws or regulations.
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Unless
otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.
Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the
applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge,
other than any tax or other governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance
is below the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable
prospectus supplement any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices
or other factors. Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments
on any interest payment date, that are greater or less than the amount of principal or interest otherwise payable on such dates,
depending upon the value on such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus
supplement will contain information as to how we will determine the amount of principal or interest payable on any date, as well
as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and certain additional
tax considerations.
Warrants
We
may issue warrants for the purchase of our common stock, preferred stock or debt securities or any combination thereof. Warrants
may be issued independently or together with our common stock, preferred stock or debt securities and may be attached to or separate
from any offered securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will
be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with such warrants. The warrant agent will not have any obligation or
relationship of agency or trust for or with any holders or beneficial owners of warrants.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement
relating to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions
of the applicable warrant agreement, if any. These terms may include the following:
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the
title of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the securities or other rights for which the warrants
are exercisable;
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the
designation and terms of the other securities, if any, with which the warrants are to
be issued and the number of warrants issued with each other security;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise
of the warrants or the exercise price of the warrants;
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the
price or prices at which the securities or other rights purchasable upon exercise of
the warrants may be purchased;
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if
applicable, the date on and after which the warrants and the securities or other rights
purchasable upon exercise of the warrants will be separately transferable;
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise
of the warrants;
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the
date on which the right to exercise the warrants will commence, and the date on which
the right will expire;
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the
maximum or minimum number of warrants that may be exercised at any time;
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information
with respect to book-entry procedures, if any; and
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any
other terms of the warrants, including terms, procedures and limitations relating to
the exchange and exercise of the warrants.
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Exercise
of Warrants.
Each
warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise price stated
or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business
on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement.
After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised
in the manner described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes
and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in
the prospectus supplement, we will, as soon as possible, forward the securities or other rights that the warrant holder has purchased.
If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we will issue a new warrant
certificate for the remaining warrants.
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving
the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or
more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities
remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement
to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent, that we
will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial
owners of rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
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the
date of determining the security holders entitled to the rights distribution;
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the
aggregate number of rights issued and the aggregate amount of securities purchasable
upon exercise of the rights;
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the
conditions to completion of the rights offering;
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the
date on which the right to exercise the rights will commence and the date on which the
rights will expire; and
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any
applicable federal income tax considerations.
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Each
right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set
forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration
date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all
unexercised rights will become void.
If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods,
including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit
agreements with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name
and address of the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific
unit agreements, if any, will contain additional important terms and provisions. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from a current report that we file with the SEC,
the form of unit and the form of each unit agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities comprising the units will
be separately transferable;
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a
discussion of certain United States federal income tax considerations applicable to the
units; and
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any
other material terms of the units and their constituent securities.
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Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Action Stock Transfer Corp., located in Salt Lake City, Utah. Their mailing
address is 7069 Highland Drive, Suite 300, Salt Lake City, UT, 84121. Their phone number is 801.274.7088.
NASDAQ
Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “CADC.”
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers,
including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed
at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing
market prices, or negotiated prices. The prospectus supplement will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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any
over-allotment options under which underwriters may purchase additional securities from
us;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’
compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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any
commissions paid to agents; and
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any
securities exchange or market on which the securities may be listed.
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Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters
are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase,
security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any
of our other securities (described in this prospectus or otherwise), including other public or private transactions and short
sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time
any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
We
will provide in the applicable prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection
with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Market
Making, Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than our common stock all securities we offer under this prospectus
will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in
the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities,
but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have
a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule
104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market
for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases
of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the
syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence
of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of,
engage in transactions with or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any
supplement thereto, will be passed upon for us by Hunter Taubman Fischer& Li, LLC, New York, NY. The legality of the securities
for any underwriters, dealers or agents will be passed upon by counsel as may be specified in the applicable prospectus supplement.
will pass on the validity of the common stock being offered in this prospectus.
EXPERTS
Friedman,
LLP (“Friedman”), independent registered public accounting firm, has audited our financial statements included in
our Annual Report on Form 10-K for the year ended June 30, 2017, as set forth in their reports, which are incorporated by reference
in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance
on Friedman’s report, given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy
any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the Public Reference Room.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby
under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration
statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration
statement from the SEC at the address listed above or from the SEC’s internet site.
INFORMATION
INCORPORATED BY REFERENCE
The
Securities and Exchange Commission allows us to incorporate by reference the information we file with them under certain conditions,
which means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be a part of this prospectus and any information that we file subsequent to this prospectus with
the Securities and Exchange Commission will automatically update and supersede this information. The documents we are incorporating
by reference are as follows:
|
(a)
|
the
Company’s Annual Report on Form 10-K for the year ended June 30, 2017;
|
|
(b)
|
the
Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017;
|
|
(c)
|
the
Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2017;
|
|
(d)
|
the
Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018; and
|
|
(e)
|
our
Current Reports on Form 8-K, as filed with the SEC on March 27, 2018, May 10, 2018, and
May 30, 2018; and
|
|
(f)
|
the
description of our common stock, $0.001 par value per share, contained in our Registration
Statement on Form 8-A, filed on October 30, 2009, pursuant to Section 12(b) of the Exchange
Act, as amended .
|
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of this
prospectus, through the date declared effective, until the termination of the offering of securities contemplated by this prospectus
shall be deemed to be incorporated by reference into this prospectus. These documents that we file later with the Securities and
Exchange Commission and that are incorporated by reference in this prospectus will automatically update information contained
in this prospectus or that was previously incorporated by reference into this prospectus. You will be deemed to have notice of
all information incorporated by reference in this prospectus as if that information was included in this prospectus.
We
will provide to any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in this prospectus but not delivered with this prospectus, at no cost to the
requesting party, upon request to us in writing or by telephone using the following information:
CHINA
ADVANCED
CONSTRUCTION MATERIALS
GROUP, INC.
9
North West Fourth Ring Road
Yingu Mansion Suite 1708
Haidian
District Beijing, People’s
Republic of China 100190
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
$50,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
June
18, 2018
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses payable by the registrant in connection with this offering, other than underwriting
commissions and discounts, all of which are estimated except for the SEC registration fee.
|
Securities and Exchange Commission registration fee
|
|
$
|
6,225
|
|
|
Accounting fees and expenses
|
|
$
|
172,000
|
|
|
Legal fees and expenses
|
|
$
|
30,000
|
|
|
Total
|
|
$
|
208,225
|
|
*
Estimated expenses are not presently known because they depend upon, among other things, the number of offerings that will be
made pursuant to this registration statement, the amount and type of securities being offered and the timing of such
offerings.
Item
15. Indemnification of Directors and Officers.
Section
78.7502 of the Nevada Revised Statutes permits a corporation to indemnify a present or former director, officer, employee or agent
of the corporation, or of another entity or enterprise for which such person is or was serving in such capacity at the request
of the corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, except an action by or in the right of the corporation, against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of
such person’s service in such capacity if such person (1) is not liable pursuant to Section 78.138 of the Nevada Revised
Statutes, which sets forth standards for the conduct of directors and officers, or (2) acted in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or
in the right of the corporation, however, no indemnification may be made for any claim, issue or matter as to which such person
has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation
or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section
78.751 of the Nevada Revised Statutes permits any discretionary indemnification under Section 78.7502 of the Nevada Revised Statutes,
unless ordered by a court or advanced to a director or officer by the corporation in accordance with the Nevada Revised Statutes,
to be made by a corporation only as authorized in each specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. Such determination must be made (1) by the stockholders, (2) by the
board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding,
(3) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion, or (4) if a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Pursuant
to our amended and restated Articles of Incorporation, none of our directors or officers will have any personal liability to us
or our stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary
duty resulting from (1) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (2) the
payment of dividends in violation of Section 78.300 of the Nevada Revised Statues.
Our
bylaws provide for the indemnification of our directors and officers to the fullest extent permitted by the Nevada Revised Statutes.
Our bylaws further provide that our Board of Directors has discretion to indemnify any other person whom it has the power to indemnify
against liability, reasonable expense or other matter whatsoever.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion
of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification
by such director, officer or controlling person of us 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 offered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
At
the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours
in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may
result in a claim for such indemnification
Item
16. Exhibits.
The
following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference
to a prior filing under the Securities Act or the Exchange Act, as indicated in parentheses:
|
*
|
Filed
herewith.
|
|
+
|
To be filed pursuant to Rule 305(b)(2) of the Trust
Indenture Act.
|
|
(1)
|
If
applicable, to be filed by amendment or by a report filed under the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.
|
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%
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,
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section 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 of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is 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
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.
(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.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
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
(B)
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; or
(5)
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.
(b)
That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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)
To supplement the prospectus, after the expiration of any subscription period, to set forth the results of any subscription
offer, the transactions by the underwriters during any subscription period, the amount of unsubscribed securities to be
purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters
is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be
filed to set forth the terms of such offering.
(d)
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 Act 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC. certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized on June 18, 2018.
|
|
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
|
|
|
|
|
|
|
By:
|
/s/
Xianfu Han
|
|
|
|
Xianfu
Han
|
|
|
|
Chief
Executive Officer
|
POWER
OF ATTORNEY
KNOW
BY ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Xianfu Han and Weili
He, and each of them acting singly, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution,
to act, without the other, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, including any subsequent registration statement for the
same offering that may be filed under Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, their substitute may lawfully do or cause to be done by virtue hereof.
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.
|
/s/
Xianfu Han
|
|
Chief
Executive Officer and Chairman of the Board
|
|
June
18, 2018
|
|
Xianfu
Han
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Weili He
|
|
Interim
Chief Financial Officer,
|
|
June
18, 2018
|
|
Weili
He
|
|
Vice
Chairman of the Board, Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
/s/
Tao Jin
|
|
Director
|
|
June
18, 2018
|
|
Tao
Jin
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Pei Wei
|
|
Director
|
|
June
18, 2018
|
|
Pei
Wei
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jiehui Fan
|
|
Director
|
|
June
18, 2018
|
|
Jiehui
Fan
|
|
|
|
|
II-6
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