Securities Registration Statement (simplified Form) (s-3/a)
October 31 2018 - 5:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 31, 2018
Registration No. 333-226871
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADOMANI,
Inc
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(Exact name of registrant as specified in
its charter)
Delaware
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46-0774222
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4740 Green River Road, Suite 106
Corona, California 92880
(949) 200-4613
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive office)
————————
Michael K. Menerey
Chief Financial Officer
4740 Green River Road, Suite 106
Corona, California 92880
(951) 407-9860
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
————————
Copy to:
Michael A. Hedge
Matthew A. Susson
K&L Gates LLP
1 Park Plaza, Twelfth Floor
Irvine, California 92614
(949) 253-0900
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public:
From time to time after this Registration
Statement becomes effective.
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, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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☐
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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 Securities Act. ☒
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, as amended, or until the Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective
Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of ADOMANI, Inc. (File No. 333-226871),
initially filed on August 16, 2018 (the “Registration Statement”), is being filed as an exhibit-only filing to file
an updated consent of MaloneBailey, LLP, filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment
consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages
to the Registration Statement, and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the
Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The following exhibits
are filed as part of this registration statement and are incorporated herein by reference.
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Incorporated by Reference
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Exhibit
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Filing
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Filed
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Number
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Description of Exhibit
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Form
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File No.
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Date
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Exhibit
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Herewith
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1.1+
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Form of Underwriting Agreement
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4.1
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Specimen Common Stock Certificate
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S-1/A
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333-220983
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12/15/2017
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4.1
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4.2
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Common Stock Purchase Warrant, dated June 26, 2017, issued to Boustead Securities, LLC
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10-Q
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001-38078
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8/14/2017
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4.1
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4.3
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Common Stock Purchase Warrant, dated June 19, 2017, issued to Redwood Group International Limited
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10-Q
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001-38078
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8/14/2017
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4.2
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4.4
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Form of Common Stock Purchase Warrant, dated January 5, 2018
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8-K
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001-38078
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1/8/2017
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4.1
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4.5
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Form of Placement Agent Warrant, dated January 5, 2018
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8-K
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001-38078
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1/8/2017
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4.2
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4.6+
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Form of Preferred Stock Certificate
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4.7+
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Form of Certificate of Designation of Preferred Stock
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4.8
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Form of Indenture
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S-3
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333-226871
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8/16/2018
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4.8
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4.9+
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Form of Debt Security
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4.10+
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Form of Warrant Agreement, including form of Warrant Certificate
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4.11+
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Form of Unit Agreement and Unit Certificate, if any
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4.12+
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Form of Right Agreement and Right Certificate, if any
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5.1
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Opinion of K&L Gates LLP, counsel to the Company
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S-3
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333-226871
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8/16/2018
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5.1
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9.1
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Voting Trust Agreement, by and among Provident Trust Group FBO Cornelia P. Doherty ROTH IRA, Connie Doherty Living Trust Dated May 1, 1996, Gary Nettles as Voting Trustee, and the Company, dated March 20, 2017
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1-A/A
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024-10656
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4/7/2017
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5.1
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12.1
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges
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S-3
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333-226871
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8/16/2018
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12.1
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23.1
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Consent of MaloneBailey, LLP, independent registered public accounting firm
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X
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23.2
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Consent of K&L Gates LLP (included in Exhibit 5.1)
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S-3
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333-226871
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8/16/2018
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23.2
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24.1
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Power of Attorney
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S-3
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333-226871
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8/16/2018
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25.1*
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Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939
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To be filed, if necessary, by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.
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*
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To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Corona, State of California on October 31, 2018.
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ADOMANI, INC.
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By:
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/s/ James L. Reynolds
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James L. Reynolds
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Chief Executive Officer and President
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons
in the capacities and on the dates indicated:
Signature
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Title
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Date
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/s/ James L. Reynolds
James L. Reynolds
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Chief Executive
Officer, President and
Chairman of
the Board
(Principal
Executive Officer)
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October 31, 2018
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/s/ Michael K. Menerey
Michael K. Menerey
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Chief Financial
Officer and Director (Principal
Financial
and Accounting Officer)
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October 31, 2018
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*
Gary W. Nettles
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Director
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October 31, 2018
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Janet L. Boydell
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Director
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October 31, 2018
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John F. Perkowski
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Director
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October 31, 2018
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*By:
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/s/ Michael K. Menerey
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Michael K. Menerey
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Attorney-in-Fact
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II-2