Registration of Additional Securities (up to 20%) (s-3mef)
January 16 2019 - 8:20AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 16, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KUSHCO
HOLDINGS, INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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46-5268202
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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11958 Monarch Street, Garden Grove, CA
92841
(714) 243-4311
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Nicholas Kovacevich
Chairman and Chief Executive Officer
KushCo Holdings, Inc.
11958 Monarch Street, Garden Grove, CA 92841
(714) 243-4311
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
With copies to:
Josef B. Volman, Esq.
Robert A. Petitt, Esq.
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110
(617) 345-3000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date hereof.
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, as amended, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box:
x
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
x
333-221910
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. (check one)
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Large Accelerated filer
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¨
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Accelerated filer
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x
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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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x
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Emerging growth company
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x
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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 .
x
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (2)
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Common Stock
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—
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—
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—
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Warrants
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—
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—
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—
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Total
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$
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8,840,000
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$
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8,840,000
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$
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1,072
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(1)
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The Registrant previously registered common stock, preferred stock, warrants, debt securities, units and other securities with
an aggregate offering price not to exceed $100,000,000 on a Registration Statement on Form S-3 (File No. 333-221910),
as amended, which was declared effective on February 28, 2018 (the “Prior Registration Statement”). In accordance with
Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional indeterminate number of shares of
the Registrant’s common stock and warrants having a proposed maximum aggregate offering price not to exceed $8,840,000 is
hereby being registered hereunder, representing no more than 20% of the maximum aggregate offering price of unsold securities under
the Prior Registration Statement. The proposed maximum offering price will be determined, from time to time, by the Registrant
in connection with the issuance by the Registrant of the securities registered hereunder. In addition, pursuant to Rule 416(a) under
the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s
common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act. Represents the registration fee only for the additional amount
of securities of the Registrant being registered hereby.
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This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of
the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
This Registration Statement on Form S-3
is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, and warrants
of KushCo Holdings, Inc. pursuant to Rule 462(b) and General Instruction IV.A of Form S-3, both promulgated under the Securities
Act of 1933, as amended.
The Registrant hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (Registration No. 333-221910),
which was declared effective by the Securities and Exchange Commission on February 28, 2018, including each of the documents filed
by the Registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
The required opinions and consents are
listed on an Exhibit Index attached hereto and filed herewith.
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 Garden Grove, State of California, on January 16, 2019.
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KUSHCO HOLDINGS, INC.
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By:
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/s/ Nicholas Kovacevich
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Name: Nicholas Kovacevich
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Title: Chairman and Chief Executive Officer
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By:
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/s/ Christopher Tedford
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Name: Christopher Tedford
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Title: Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the
dates indicated.
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Signature
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Title
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Date
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/s/ Nicholas Kovacevich
Nicholas Kovacevich
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Chairman and Chief Executive Officer
(principal executive officer)
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January 16, 2019
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/s/ Christopher Tedford
Christopher Tedford
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Chief Financial Officer
(principal financial and accounting officer)
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January 16, 2019
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*
Eric Baum
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Director
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January 16, 2019
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*
Barbara Goodstein
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Director
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January 16, 2019
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Donald Hunter
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Director
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January 16, 2019
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Dallas Imbimbo
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Director
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January 16, 2019
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* By:
/s/ Nicholas Kovacevich
Nicholas Kovacevich
Attorney-in-Fact
EXHIBIT INDEX
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*
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Included on the signature page to the Registrant’s
registration statement on Form S-3 (File No. 333-221910), as amended, filed with the Securities and Exchange Commission
on December 5, 2017 and incorporated by reference herein.
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