As
filed with the Securities and Exchange Commission on April 8, 2022
Registration
No. 333- 258066
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN
NOBLE GAS INC
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization) |
|
1381
(Primary Standard Industrial
Classification Code Number)
|
|
87-3574612
(I.R.S. Employer
Identification Number) |
American
Noble Gas Inc
15612
College Blvd
Lenexa,
KS 66219
(913)
948-9512
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stanton
E. Ross
President,
Chief Executive Officer and Chairman
American
Noble Gas Inc
15612
College Blvd
Lenexa,
KS 66219
(913)
948-9512
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
David
E. Danovitch, Esq.
Charles
E. Chambers Jr., Esq.
Hermione
M. Krumm, Esq.
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
(212)
660-3060
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement as
determined by the Registrant.
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, 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. ☐
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 ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐
(Do
not check if a smaller
reporting
company) |
Smaller
reporting company ☒
Emerging
growth company ☐ |
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. ☐
EXPLANATORY
NOTE
On
December 7, 2021, American Noble Gas, Inc., a Delaware corporation (the “Predecessor Registrant”), merged with and
into its wholly owned subsidiary, American Noble Gas Inc, a Nevada corporation (the “Registrant”), pursuant to an
Agreement and Plan of Merger, dated as of December 7, 2021 (the “Reincorporation Merger Agreement”), between the Predecessor
Registrant and the Registrant, with the Registrant as the surviving corporation (the “Reincorporation Merger”). On
December 7, 2021, the effective time of the Reincorporation Merger (the “Effective Time”), a Certificate of Merger
was filed with the Secretary of State of the State of Delaware and Articles of Merger were filed with the Secretary of State of the State
of Nevada, pursuant to which the Registrant was renamed “American Noble Gas Inc” and succeeded to the assets, continued the
business and assumed the rights and obligations of the Predecessor Registrant immediately prior to the Reincorporation Merger all by
operation of law. The Reincorporation Merger Agreement and transactions contemplated thereby were adopted by the holders of a majority
of the outstanding shares of Predecessor Registrant’s common stock, par value, $0.0001 per share (the “Predecessor Common
Stock”) and/or Series A Convertible Preferred Stock, par value $0.0001 per share (the “Predecessor Series A Preferred
Stock”), on an as-converted to Predecessor Common Stock basis, by written consent in lieu of a special meeting of stockholders,
in accordance with the Delaware General Corporation Law, as amended.
At
the Effective Time, pursuant to the Reincorporation Merger Agreement, (i) each outstanding share of Predecessor Common Stock automatically
converted into one share of common stock, par value $0.0001 per share, of the Registrant (“Registrant Common Stock”),
(ii) each outstanding share of the Predecessor Series A Preferred Stock automatically converted into one share of Series A Convertible
Preferred Stock, par value $0.0001 per share of the Registrant (“Registrant Series A Preferred Stock”), and (iii)
each outstanding option, right or warrant to acquire shares of Predecessor Common Stock converted into an option, right or warrant to
acquire an equal number of shares of Registrant Common Stock under the same terms and conditions as the original options, rights or warrants.
The
Registrant is filing this Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Registration Statement
on Form S-1, (Registration No. 333-258066) (the “Registration Statement”), filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 21, 2021, pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities
Act”), solely to update the Registration Statement as a result of the Registrant’s reincorporation in the State of Nevada
from the State of Delaware via the Reincorporation Merger.
In
accordance with Rule 414(d) under the Securities Act, except as modified by this Post-Effective Amendment, the Registrant, now as successor
issuer to the Predecessor Registrant pursuant to Rule 12g-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), hereby expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities
Act and the Exchange Act, including the prospectuses included therein.
For
the purposes of this Amendment and the Registration Statement, unless the context otherwise requires, (i) the term “the Company,”
“we,” “our,” or “us” refers to the Predecessor Registrant and its subsidiaries with respect to the
period prior to the Effective Time and to the Registrant and its subsidiaries with respect to the period on and after the Effective Time;
(ii) as of any period prior to the Effective Time, references to the “directors” mean the directors of the Predecessor Registrant,
and, as of any period at and after the Effective Time, the directors of the Registrant, (iii) as of any period prior to the Effective
Time, references to “stockholders” mean the holders of Predecessor Common Stock and Predecessor Series A Preferred Stock,
and, as of any period at and after the Effective Time, the holders of Registrant Common Stock and Registrant Series A Preferred Stock,
and (iv) as of any period prior to the Effective Time, references to “Common Stock” and “Series A Preferred Stock”
mean the Predecessor Common Stock and Predecessor Series A Preferred Stock, respectively, as of any period at and after the Effective
Time, Registrant Common Stock and Registrant Series A Preferred Stock, respectively.
The
prospectus contained in the Registration Statement incorporates by reference all documents filed by the Predecessor Registrant under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the Registration Statement and will incorporate
by reference all documents filed by the Registrant under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act following the date of
this Post-Effective Amendment. The prospectus contained in the Registration Statement, as well as all documents filed by us under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act before the Effective Time and incorporated by reference in the Registration Statement,
will not reflect the change in our name or capital stock, among other things. With respect to such information, or any other information
contained or incorporated by reference in the Registration Statement that is modified by information subsequently incorporated by reference
in the Registration Statement, the statement or information previously contained or incorporated in the Registration Statement shall
also be deemed modified or superseded in the same manner.
The
rights of holders of Registrant Common Stock are now subject to the Nevada Revised Statutes and governed by the Registrant’s Articles
of Incorporation, as corrected, restated and/or amended and its Bylaws, as corrected, restated and/or amended, initially filed as exhibits
to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2021, which are incorporated herein by reference.
The
Registration Statement and prospectus shall remain unchanged in all other respects. Accordingly, this Amendment consists only of this
explanatory note and revised versions of the following parts of the Form S-1: Part II, the exhibit index and the exhibits filed in connection
with this Post-Effective Amendment. No additional securities are being registered under this Post-Effective Amendment. All applicable
registration fees were paid at the time of the original filing of the Registration Statement.
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered
hereby, other than underwriting discounts and commissions, all of which shall be borne by the registrant. All of such fees and expenses,
except for the SEC registration fee, are estimated:
SEC
registration fee | |
$ | 605.46 | |
Transfer
agent and registrar fees and expenses | |
$ | 500.00 | |
Legal
fees and expenses | |
$ | 15,000.00 | |
Printing
fees and expenses | |
$ | 500.00 | |
Accounting
fees and expenses | |
$ | 5,000.00 | |
Miscellaneous
fees and expenses | |
$ | 394.54 | |
Total | |
$ | 22,000.00 | |
Item
14. Indemnification of Officers and Directors.
Set
forth below is a description of certain provisions of the Articles of Incorporation, as corrected, restated and/or amended (the “Articles
of Incorporation”) of the Registration, the Bylaws of the Registrant, as corrected, restated and/or amended (the “Bylaws”)
and the Nevada Revised Statutes (the “NRS”), as such provisions relate to the indemnification of the directors and
officers of the Registrant. This description is intended only as a summary and is qualified in its entirety by reference to the Articles
of Incorporation, the Bylaws and the NRS.
The
Registrant is incorporated under the laws of the State of Nevada. Section 78.138 of the NRS provides that, subject to certain exceptions
under Nevada law, unless the articles of incorporation or an amendment thereto provides for greater individual liability, a director
or officer is not individually liable to the Registrant or its stockholders or creditors for any damages as a result of any act or failure
to act in his or her capacity as a director or officer unless it is proven that (i) the director’s or officer’s act or failure
to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. The Articles of Incorporation further provide that the personal liability of the directors
of the Registrant is eliminated to the fullest extent permitted by the NRS.
Under
Section 78.7502 of the NRS, the Registrant may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action
by or in the right of the Registrant, by reason of the fact that the person is or was a director, officer, employee or agent of the Registrant,
or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action, suit or proceeding if such person: (i) is not liable pursuant
to Section 78.138 of the NRS; or (ii) 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 Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the
conduct was unlawful. Further, the Registrant may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection
with the defense or settlement of the action or suit if such person: (i) is not liable pursuant to NRS Section 78.138; or (ii) 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 Registrant. However,
indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction
to be liable to the Registrant or for amounts paid in settlement to the Registrant, 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, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that
a director, officer, employee or agent of the Registrant has been successful on the merits or otherwise in defense of any action, suit
or proceeding subject to Nevada indemnification laws, or in defense of any such claim, issue or matter, the Registrant is required to
indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection
with the defense. The Registrant’s Articles of Incorporation and Bylaws comply with Nevada law as set forth above.
As
permitted by Section 78.138 of the NRS, Article 15 of our Articles of Incorporation provides:
“A
director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation thereof is not permitted under the NRS as currently in effect
or as the same may hereafter be amended.”
We
have not purchased directors’ and officers’ liability insurance for any person as a director, officer, employee or agent
of us against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether
or not our Company would have the power to indemnify him against such liability under the provisions of our Articles of Incorporation.
See
“Item 17. Undertakings” for a description of the SEC’s position regarding such indemnification provisions.
Item
15. Recent Sales of Unregistered Securities.
During
the last three (3) years, we have sold the following unregistered securities:
Effective
May 23, 2019, we and an investor (“May 2019 Investor”) entered into an exchange agreement (“May 2019 Exchange
Agreement”) and a side-letter agreement (“Side-Letter Agreement”) that resolved issues that had arisen related
to the private placement of a $12.0 million principal amount secured convertible note and a warrant to purchase 1,800,000 shares of Common
Stock in May 2015 (the “May 2015 Private Placement”). Under the May 19 Exchange Agreement, the May 2019 Investor exchanged
all of its rights under the original securities issued in the May 2015 Private Placement for 770,485 shares of Common Stock (which was
amended to 605,816 shares of Common Stock pursuant to Amendment No.1 to the May 2019 Exchange Agreement, which we entered into with the
May 2019 Investor on May 30, 2019) and certain rights to acquire additional securities in the future, which may be exercised for additional
shares of Common Stock. Pursuant to the provisions of the Side-Letter Agreement, effective November 23, 2019, the parties agreed to the
issuance of 567,348 shares of Common Stock and a warrant to purchase up to 61,380 shares of Common Stock at an exercise price of $0.50
per share, which expires on June 19, 2026. Pursuant to the Side-Letter Agreement, we also agreed that from the execution date of the
May 2019 Exchange Agreement until twelve (12) months from such date, we will not raise capital at a price that is below $0.10 per share
of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) without the
May 2019 Investor’s consent. Such shares of Common Stock and rights to acquire additional securities were issued in reliance on
Section 3(a)(9) of the Securities Act.
On
June 4, 2019, we and WestPark Capital, Inc. (“WestPark”) executed an exchange agreement whereby WestPark received
a new warrant to purchase up to 50,000 shares of Common Stock (post-split basis) with an exercise price of $0.50 per share and a seven-year
term in exchange for its original warrant in connection with the May 2015 Private Placement. The new warrant does not contain any price
protection provisions. Such new warrant was issued in reliance on Section 3(a)(9) of the Securities Act.
On
June 19, 2019, we and a private, third-party lender entered into an exchange agreement whereby such lender received a warrant to purchase
up to 570,000 shares of Common Stock (post-split basis) with an exercise price of $0.50 per share and a seven-year term in exchange for
its two convertible notes payable issued on November 8, 2016 and November 7, 2017, respectively, and accrued interest thereon. The warrant
does not contain any price protection provisions. Such warrant was issued in reliance on Section 3(a)(9) of the Securities Act.
During
August 2019 through October 2019, we issued a total of 1,425,000 shares of Common Stock at $0.10 per share for a total of $142,500 pursuant
to a private placement memorandum to accredited investors. We used the proceeds to pay the $50,000 nonrefundable deposit required for
an option (the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the
production and mineral rights/leasehold for oil and gas properties, subject to overriding royalties to third parties, in the Central
Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”) and for general working
capital purposes. We relied on the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder in issuing
the shares of Common Stock in the private placement. We paid no commission or other similar compensation in connection with the transactions.
On
October 2, 2019, we granted our Chief Operating Officer, John Loeffelbein, outside of our equity compensation plans, an aggregate of
2,000,000 shares of Common Stock as compensation for Mr. Loeffelbien’s services to the Company. Mr. Loeffelbein was granted such
shares pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.
On
August 19, 2020, we entered into a securities purchase agreement (the “August Purchase Agreement”) with one investor
(the “August Investor”), pursuant to which we issued to the August Investor, in consideration for an aggregate of
$325,000, (i) a senior unsecured convertible note payable due August 19, 2021 (the “August Note”), which was, subject
to certain conditions, convertible into an aggregate of 3,943,820 shares of Common Stock, at a price of $0.10 per share; and (ii) a common
stock purchase warrant (the “August Warrant”), which is immediately exercisable upon issuance and on a cashless basis
if the August Warrant has not been registered 180 days after the date of issuance for up to 800,000 shares of Common Stock at an exercise
price of $0.50 per share, subject to customary adjustments. Pursuant to the August Purchase Agreement, the August Note and August Warrant
were issued to the August Investor in a private placement transaction pursuant to an exemption from the registration requirements of
the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Pursuant to the August
Purchase Agreement, the August Investor was also granted certain piggy-back registration rights, whereby we agreed to register the resale
of the shares of Common Stock underlying the August Warrant and the August Note. We repaid the August Note on March 26, 2021. In order
to satisfy such obligations, the Company has filed this Registration Statement to register for resale all of the Warrant Shares issuable
upon exercise of the August Warrant issued to the August Investor.
The
exercise of the August Warrant is subject to a beneficial ownership limitation such that the August Investor may not exercise the August
Warrant to the extent that such exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon
election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon such exercise, which beneficial ownership limitation may be increased or decreased up
to 9.99% upon notice to us, provided that any increase in such limitation will not be effective until 61 days following notice to us.
Additionally,
pursuant to the August Purchase Agreement, for so long as the August Note or August Warrant is outstanding, the August Investor has a
right to participate in any issuance of the Common Stock, Common Stock Equivalents (as defined in the August Purchase Agreement), conventional
debt, or a combination of such securities and/or debt (a “Subsequent Financing”), up to an amount equal to 35% of
the Subsequent Financing.
We
used the proceeds of the August Note to pay off $60,125 in principal balance of notes payable that were in default, to pay the $100,000
required by the Exchange Agreement (as defined below) and for general working capital.
On
August 19, 2020, we granted certain of our executive officers, directors and affiliate thereof and consultant, outside of our existing
equity compensation plans, and pursuant to the August 2020 Restricted Stock Agreements, an aggregate of 5,000,000 shares of Common Stock,
subject to the restrictions contained therein, as compensation for their services to the Company. Such individuals were granted such
shares pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.
On
September 24, 2020, we entered into an exchange and settlement agreement (the “Exchange Agreement”) with SKM Partnership,
Ltd. (“SKM”), pursuant to which SKM agreed to exchange an 8% promissory note issued by us to SKM, dated as of December
27, 2013, in the original principal amount of $1,050,000, representing outstanding principal balance of $1,000,000 and accrued and unpaid
interest thereon of $481,000, for (i) a cash payment in the amount of $100,000 and (ii) 737,532 newly issued shares of Common Stock.
The issuance of the 737,532 shares is being made without any restrictive legends upon reliance on the exemptions from the registration
requirements of the Securities Act afforded by Section 3(a)(9) of the Securities Act and Rule 144 promulgated thereunder. The closing
of the exchange occurred on September 24, 2020.
On
March 26, 2021, we entered into securities purchase agreements (collectively, the “March Purchase Agreements”) with
certain investors (the “March Investors”), pursuant to which, in consideration for an aggregate of $2,050,000, we
issued an aggregate of 22,776 shares of Series A Preferred Stock and common stock purchase warrants (the “March Warrants”)
exercisable for up to 5,256,410 shares of Common Stock six (6) months following issuance and for five (5) years after such date. Holders
of the March Warrants may exercise them on a cashless basis pursuant to the formula provided in the March Warrants if there is not an
effective registration statement for the sale of the shares of Common Stock underlying the March Warrants within six (6) months following
the Closing Date, as defined in the March Warrants. Such securities were issued to March Investors in a private placement transaction
pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or
Regulation D promulgated thereunder.
Pursuant
to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of
Designation”), the holders of the shares of Series A Preferred Stock shall have the right, at any time and subject to certain
beneficial ownership limitations, to convert some or all of their outstanding shares of Series A Preferred Stock and any accrued but
unpaid dividends into that number of shares of Common Stock on a per share basis by dividing $100 (the “Stated Value”)
by $0.32 (the “Series A Preferred Conversion Price”), which Series A Preferred Conversion Price is subject to adjustment
as described therein. In addition, the shares of Series A Preferred Stock and any accrued but unpaid dividends will automatically convert,
subject to certain beneficial ownership limitations in the Certificate of Designation, which provide that a holder of shares of Series
A Preferred Stock will not have the right to convert such shares, if such holder, together with its affiliates, would beneficially own
in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to such
conversion, provided that upon at least 61 days’ prior notice to us, a holder may increase or decrease such limitation up to a
maximum of 9.99% of the number of shares of Common Stock outstanding (each such limitation, a “Beneficial Ownership Limitation”),
upon the closing of any equity financing transaction pursuant to which the Company receives gross proceeds of at least $5,000,000 that
is consummated after the initial date of issuance of such shares (a “Qualified Offering”), into the same securities
issued by the Company in such Qualified Offering. Pursuant to the Certificate of Designation, such holders of shares of Series A Preferred
Stock are entitled to receive dividends on the Series A Preferred Stock in cash or in shares of Common Stock at a rate of 10% per annum,
based on the Stated Value, commencing on April 1, 2021, pro rated, and continuing on each July 1st, October 1st,
and January 1st thereafter until the earlier of (i) the date on which the shares of Series A Preferred Stock are converted
into shares of Common Stock or (ii) the date the Company’s obligations under the Certificate of Designation have been satisfied
in full. Pursuant to the Certificate of Designation, the shares of Series A Preferred Stock also (i) vote on an as-converted to Common
Stock basis, subject to the Beneficial Ownership Limitation, (ii) are redeemable in cash at the option of the Company at any time, along
with all accrued but unpaid dividends, (iii) rank senior to the Common Stock and any class or series of capital stock authorized or designated
after the Series A Preferred Stock and (iv) have a special preference upon the liquidation of the Company.
In
connection with the March Purchase Agreement, we and the March Investors entered into that certain registration rights agreement (the
“Registration Rights Agreement”), pursuant to which we agreed to file a registration statement to register such shares
of Common Stock issuable upon conversion of the Series A Preferred Stock (the “Preferred Shares”) and such shares
of Common Stock underlying the March Warrants. In order to satisfy such obligations, the Company filed this Registration Statement to
register for resale all of the Preferred Shares and Warrant Shares issuable upon conversion of the shares of Series A Preferred Stock
and upon exercise of the March Warrants issued to the March Investors.
The
closing of the private placement in connection with the March Purchase Agreements took place on March 26, 2021. We will allow additional
investor purchases to complete the entire offering of an aggregate principal face amount of up to $2,500,000 before closing such offering.
We
used the proceeds of the offering of the Series A Preferred Stock to complete the acquisition of the Properties and intend to use the
remaining proceeds to complete development of the Properties, to pay-off all outstanding convertible notes payable and for general working
capital.
On
March 31, 2021, we entered into debt settlement agreements with six creditors of the Company (collectively, the “Creditors”),
pursuant to which the Creditors agreed to extinguish an aggregate of $2,866,497 of debt and liabilities of the Company owed to such Creditors
in consideration for the issuance to each Creditor of (i) an aggregate of approximately $28,665 in 3% unsecured convertible promissory
notes (the “Notes”), which are, subject to certain conditions, convertible at any time at the option of the Creditors
into an aggregate of 65,930 shares of Common Stock (including accruable interest), at a price of $0.50 per share and (ii) common stock
purchase warrants (the “Creditor Warrants”) which are immediately exercisable for up to an aggregate of 5,732,994
shares of Common Stock and for five (5) years thereafter. Holders of the Creditor Warrants may exercise them on a cashless basis pursuant
to the formula provided in the Creditor Warrants if there is not an effective registration statement for the sale of the shares of Common
Stock underlying the Creditor Warrants upon the date on which such Creditor Warrants are exercisable. We also granted the Creditors certain
piggy-back registration rights pursuant to the Notes and the Creditor Warrants, whereby we agreed to register the resale by the Creditors
of the shares underlying the Notes and the Creditor Warrants pursuant to the Notes and Creditor Warrants. Such securities were issued
to the Creditors in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act
provided in Section 4(a)(2) of the Securities Act.
The
Notes bears interest at a rate of 3% per annum, may be voluntarily repaid in cash in full or in part by us at any time in an amount equal
to the face amount plus any accrued and unpaid interest on the Notes (or portion thereof) being prepaid, and mature on March 30, 2026.
On
April 1, 2021, the Company and the holder of a $50,000 outstanding convertible note (the “April 2021 Creditor #1”)
entered into a settlement agreement pursuant to which the Company issued to such holder 145,000 shares of Common Stock in consideration
for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants
of the Company issued in connection with the issuance of such note. The 145,000 shares of Common Stock issued to such holder pursuant
to such settlement agreement were valued at $40,600 based on the closing market price of the Common Stock on the date of such extinguishment
and cancellation. Such securities were issued to the April 2021 Creditor #1 in a private placement transaction pursuant to an exemption
from the registration requirements of the Securities Act provided in Section 3(a)(9) of the Securities Act.
Also
on April 1, 2021, the Company and the holder of a $35,000 outstanding convertible note (the “April 2021 Creditor #2”)
entered into a settlement agreement pursuant to which the Company issued to such holder 100,000 shares of Common Stock in consideration
for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants
of the Company issued in connection with the issuance of such note. The 100,000 shares of Common Stock issued to such holder pursuant
to such settlement agreement were valued at $28,000 based on the closing market price of the Common Stock on the date of such extinguishment
and cancellation. Such securities were issued to the April 2021 Creditor #2 in a private placement transaction pursuant to an exemption
from the registration requirements of the Securities Act provided in Section 3(a)(9) of the Securities Act.
On
June 4, 2021, our board of directors (the “Board”) authorized the grant of stock options to purchase up to (i) 500,000
shares of Common Stock to Stanton E. Ross, the Company’s President, Chief Executive Officer and Chairman of the Board, (ii) 100,000
shares of Common Stock to Leroy C. Richie, a member of the Board, (iii) 100,000 shares of Common Stock to Daniel F. Hutchins, the Company’s
Chief Financial Officer, Treasurer, Corporate Secretary and member of the Board, (iv) 350,000 shares of Common Stock to John L. Loeffelbein,
the Company’s Chief Operating Officer and (v) a total of 750,000 shares of Common Stock to three Company consultants. All such
stock options vest on June 4, 2022, contingent upon the holder of such options continuing to serve the Company on such date, have 10-year
terms and are exercisable at $0.50 per share. Such individuals were granted such stock options pursuant to the exemption provided by
Section 4(a)(2) of the Securities Act in consideration for the time and efforts such individuals devoted to assisting the Company acquire
the Properties and commence its drilling program.
On
August 30, 2021, the Company entered into an agreement with an accredited investor (the “8% Note Investor”) for the
Company’s senior unsecured convertible note due October 29, 2022 (the “8% Note”), with an aggregate principal
face amount of $100,000. The 8% Note is, subject to certain conditions, convertible into an aggregate of 200,000 shares of Common Stock,
at a price of $0.50 per share. The Company also issued a five-and-one-half-year common stock purchase warrant to purchase up to 200,000
shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments (the “8% Note Warrant”),
which is immediately exercisable. The 8% Note Investor purchased the 8% Note and 8% Note Warrant from the Company for an aggregate purchase
price of $100,000. The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed
to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences
trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock
Exchange, within 120 days after the closing date of such transaction.
The
8% Note bears interest at a rate of 8% per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in
an amount equal to 120% of the principal amount of the 8% Note and any accrued and unpaid interest. 50% of the 8% Note shall be mandatorily
repaid in cash in an amount equal to 120% of the principal amount of the 8% Note and any accrued and unpaid interest in the event of
the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds
of at least $2,000,000 and 100% of the 8% Note plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding
principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8%
Note, so long as the 8% Note remains outstanding, the Company cannot enter into any financing transactions pursuant to which the Company
sells its securities at a price lower than $0.50 per share without written consent of the 8% Note Investor.
The
conversion of the 8% Note and the exercise of the 8% Note Warrant are each subject to Beneficial Ownership Limitation.
The
8% Note and the 8% Note Warrant were issued to the 8% Note Investor pursuant to Section 4(a)(2) of the Securities Act because the 8%
Note Investor represented that it had sufficient sophistication and knowledge of the Company, and the issuance did not involve any form
of general solicitation or general advertising. Furthermore, the 8% Note Investor made representations that the securities issued to
extinguish the obligations were taken for investment purposes and not with a view to resale.
On
October 29, 2021, the Company entered into a securities purchase agreement (the “November Purchase Agreement”) with
three accredited investors (the “November Investors”) for the Company’s Senior Unsecured Convertible Promissory
Notes due October 29, 2022 (the “November Notes”), with an aggregate principal face amount of $550,000. The November
Notes are, subject to certain conditions, convertible into 1,100,000 shares (the “November Conversion Shares”) of
Common Stock, at a price per share of $0.50 (“November Conversion Price”). Pursuant to the November Purchase Agreement,
the Company also issued a five-and-one-half-year common stock purchase warrant (the “November Warrant”) to purchase
up to 1,650,000 shares of Common Stock (the “November Warrant Shares” and collectively with the November Notes, the
November Conversion Shares, and the November Warrant, the “November Securities”) at an exercise price of $0.50 per
share, subject to customary adjustments. The November Investors purchased the November Securities for an aggregate purchase price of
$850,000. The Company has also granted the November Investors certain piggy-back registration rights whereby the Company has agreed to
register the resale by the November Investors of the November Warrant Shares and November Conversion Shares. The Company relied on the
exemption from the registration requirements of the Securities Act, provided in Section 4(a)(2) of the Securities Act and/or Rule 506
promulgated thereunder.
The
November Notes bear interest at a rate of 8% per annum, may be voluntarily repaid in cash in full or in part by the Company at any time
(subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each November Note and any accrued
and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) 50% of the then outstanding principal amount equal
to 120% of the principal amount of each November Note and any accrued and unpaid interest in the event of the consummation by the Company
of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 but
not greater than $3,000,000; or b) 100% of the then outstanding principal amount equal to 120% of the principal amount of a November
Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing
pursuant to which the Company receives gross proceeds of in excess of $3,000,000. In addition, pursuant to the November Notes, so long
as a November Note remains outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells
its securities at a price lower than the November Conversion Price, subject to certain adjustments, without written consent of the November
Investors.
The
conversion of the November Notes and the exercise of the November Warrants are each subject to Beneficial Ownership Limitation.
Pursuant
to the November Purchase Agreement, for a period of twelve (12) months after the Closing Date (as defined in the November Purchase Agreement),
the November Investors have a right to participate in Subsequent Financing, up to an amount equal to thirty-five percent (35%) of the
Subsequent Financing. The transaction completed by the November Purchase Agreement closed on November 1, 2021.
On
November 9, 2021, the Company entered into a letter agreement (the “November Letter Agreement”) with U.S. Noble Gas,
LLC (“USNG”), pursuant to which USNG will provide consulting services to the Company for exploration, testing, refining,
production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Properties.
The November Letter Agreement would cover all of the noble gas, specifically including helium, and rare earth elements/minerals potentially
existing on the Properties and the Company’s future acquisitions, if any.
The
November Letter Agreement requires the Company to establish a four-member board of advisors (the “Board of Advisors”)
comprised of various experts involved in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry
partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in
the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral
purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices
or small institutions.
The
Company will also pay USNG a monthly cash fee equal to $8,000 per month beginning at the onset of commercial helium or minerals production
and sales, subject to certain thresholds. Such monthly fees will become due and payable for any month that AMNG receives cash receipts
in excess of $25,000 derived from the sale of noble gases and/or rare earth elements/minerals.
In
consideration of the foregoing and pursuant to the terms of the November Letter Agreement, on November 9, 2021, the Company also issued
warrants (the “November 9 Warrants”), exercisable for five (5) years, to purchase, in the aggregate, 2,000,000 shares
of Common Stock, at an exercise price of $0.50 per share, subject to customary adjustments (the “November 9 Exercise Price”)
to three of USNG’s principal consultants. The Company also issued November 9 Warrants to purchase, in the aggregate, 1,200,000
shares of Common Stock at the November 9 Exercise Price to the four members of the Board of Advisors. The Company therefore granted a
total of 3,200,000 November 9 Warrants to purchase its Common Stock for a price of approximately $1.6 million in connection with the
November Letter Agreement and the arrangements described therein. In issuing the Warrants, the Company relied on an exemption from registration
under Section 4(a)(2) of the Securities Act. Each holder of the November 9 Warrants has advised the Company that they are sophisticated
and can bear the risks associated with the November 9 Warrants, and the Company has not engaged in general solicitation in connection
with the offer or sale of the November 9 Warrants.
On
January 4, 2022, a holder of Series A Preferred Stock exercised its right to convert 500 shares of Series A Preferred Stock into 156,250
shares of Common Stock. In addition, on February 11, 2022, a holder of Series A Preferred Stock exercised its right to convert 300 shares
of Series A Preferred Stock into 93,750 shares of Common Stock.
Item
16. |
Exhibits
and Financial Statement Schedules. |
See
the Exhibit Index immediately following the signature page hereto, which is incorporated into this Item 16(a) by reference.
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; |
|
|
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of the 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 SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
|
|
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; |
provided,
however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
|
(2) |
That,
for the purpose of determining any liability under the Securities Act, 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, to any purchaser: |
|
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this registration statement as of the
date the filed prospectus was deemed part of and included in this registration statement; and |
|
|
|
|
(ii) |
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, as amended, shall be deemed to be part of and included in the registration statement
as of the earlier of the date such 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; |
|
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act, 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; |
|
(6) |
That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act) 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; |
|
|
|
|
(7) |
Insofar
as indemnification for liabilities arising under the Securities Act, 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
SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act, and will be governed by
the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in Lenexa, Kansas, on April 8, 2022.
|
AMERICAN
NOBLE GAS INC |
|
(formerly
known as Infinity Energy Resources, Inc. ) |
|
|
|
|
By: |
/s/ Stanton E. Ross |
|
|
Stanton
E. Ross |
|
|
Chairman
of the Board, President and |
|
|
Chief
Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed below by the following
persons in the capacities indicated below on the 8th day of April , 2022.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Stanton E. Ross |
|
Chairman
of the Board, President and |
|
April
8, 2022 |
Stanton
E. Ross |
|
Chief
Executive Officer |
|
|
|
|
|
|
|
/s/ Daniel F. Hutchins |
|
Chief
Financial Officer, Treasurer, Secretary |
|
April
8, 2022 |
Daniel
F. Hutchins |
|
and
Director |
|
|
|
|
|
|
|
/s/
Leroy C. Richie |
|
Director |
|
April
8, 2022 |
Leroy
C. Richie |
|
|
|
|
EXHIBIT
INDEX
Exhibit
Number |
|
Description
of Exhibits |
2.1 |
|
Agreement
and Plan of Merger between Infinity Energy Resources, Inc. and Infinity, Inc.(1) |
2.2 |
|
Agreement
and Plan of Merger, dated as of December 7, 2021(20) |
3.1(i)(a) |
|
Certificate
of Incorporation of Infinity Energy Resources, Inc.(2) |
3.1(i)(b) |
|
Corrected
Certificate of Incorporation of Infinity Energy Resources, Inc.(16) |
3.1(i)(c) |
|
Certificate
of Amendment of Certificate of Incorporation of Infinity Energy Resources, Inc.(16) |
3.1(i)(d) |
|
Certificate
of Amendment of Certificate of Incorporation of Infinity Energy Resources, Inc.(18) |
3.1(i)(e) |
|
Articles
of Incorporation of American Noble Gas Inc(20) |
3.1(i)(f) |
|
Certificate of Merger(20) |
3.1(i)(g) |
|
Articles of Merger(20) |
3.1(ii)(a) |
|
Bylaws
of Infinity Energy Resources, Inc.(1) |
3.1(ii)(b) |
|
Amended
and Restated Bylaws(18) |
3.1(ii)(c) |
|
Bylaws
of American Noble Gas Inc(20) |
4.1 |
|
Form
of Certificate of Designations of Series A Convertible Preferred Stock of Infinity Energy Resources, Inc.(12) |
4.2 |
|
Certificate
of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Infinity
Energy Resources, Inc.(14) |
4.3 |
|
Common
Stock Purchase Warrant issued on June 4, 2019(6) |
4.4 |
|
Common
Stock Purchase Warrant issued on June 19, 2019(7) |
4.5 |
|
Form
of Senior Unsecured Promissory Note, due August 19, 2021(8) |
4.6 |
|
Form
of Common Stock Purchase Warrant dated August 19, 2020(8) |
4.7 |
|
Form
of March 16, 2021 Common Stock Purchase Warrant(12) |
4.8 |
|
Form
of March 31, 2021 3% Unsecured Convertible Promissory Note(13) |
4.9 |
|
Form
of March 31, 2021 Common Stock Purchase Warrant(13) |
4.10 |
|
Form
of Common Stock Purchase Warrant, dated October 29, 2021(17) |
4.11 |
|
Form
of Senior Unsecured Convertible Promissory Note, due October 29, 2022(17) |
4.12 |
|
Form
of Common Stock Purchase Warrant(19) |
4.13 |
|
Description
of Common Stock(20) |
4.14 |
|
Common Stock Purchase Warrant Agreement dated June 19, 2019(7) |
4.15 |
|
Form of Securities Purchase Agreement dated August 19, 2020 by and between the Company and the Investor(8) |
4.16 |
|
Form of Restricted Stock Purchase Agreement, dated as of August 19, 2020(8) |
4.17 |
|
Form of Securities Purchase Agreement, dated as of October 29, 2021(17) |
4.18 |
|
Form of Registration Rights Side Letter, dated as of October 29, 2021(17) |
5.1 |
|
Opinion
of Sullivan & Worcester LLP (filed herewith) |
10.1 |
|
Exchange
Agreement dated May 23, 2019(12) |
10.2 |
|
Side-letter
Agreement dated May 23, 2019(12) |
10.3 |
|
Amendment
No. 1 to Exchange Agreement, dated May 30, 2019(5) |
10.4 |
|
Exchange
Agreement dated June 4, 2019(6) |
10.5 |
|
Exchange
Agreement dated June 19, 2019(7) |
10.6 |
|
Form
of Option Term Sheet dated September 2, 2020 by and between the Company and Core(9) |
10.7 |
|
Form
of Exchange Agreement by and between the Company and SKM dated September 24, 2020(10) |
10.8 |
|
Form
of Asset Purchase and Sale Agreement made and entered into as of December 14, 2020 by and between the Company and Core Energy, LLC,
Mandalay, LLC and Coal Creek Energy, LLC(11) |
10.9 |
|
Form
of Purchase Agreement by and between the Company and the Investors dated as of March 16, 2021(12) |
10.10 |
|
Assignment
and Bill of Sale, by and between Infinity Energy Resources, Inc. and Core Energy, LLC, dated as of March 31, 2021(13) |
10.11 |
|
Side
Letter, by and between Infinity Energy Resources, Inc. and Core Energy, LLC, dated as of March 31, 2021(13) |
10.12 |
|
Form of Debt Settlement Agreement, dated as of March 31, 2021(13) |
10.13 |
|
Form of Settlement Agreement by and between the Company and Global Equity Funding, LLC, dated as of April 1, 2021(15) |
10.14 |
|
Form of Settlement Agreement by and between the Company and Stephen Cochenet, dated as of April 1, 2021(15) |
10.15 |
|
2021
Stock Option and Restricted Stock Plan(18) |
10.16 |
|
Letter Agreement by and between American Noble Gas, Inc. and U.S. Noble Gas, LLC(19) |
10.17 |
|
Participation Agreement, dated as of April 4, 2022, by and between the Company and SunFlower Exploration, LLC (21) |
23.1 |
|
Consent of RBSM, LLP (21) |
23.2 |
|
Consent of Sullivan & Worcester LLP (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on the signature page to the Registration Statement) |
(1)
Filed as an exhibit to Form 10 by the Company on May 13, 2011.
(2)
Filed as an exhibit to Amendment No. 2 to Form 10 by the Company on April 5, 2012.
(3)
Filed as an exhibit to Definitive Schedule 14A filed by the Company on August 12, 2015.
(4)
Filed as an exhibit to Form 8-K by the Company on May 24, 2019.
(5)
Filed as an exhibit to Form 8-K by the Company on June 3, 2019.
(6)
Filed as an exhibit to Form 8-K by the Company on June 6, 2019.
(7)
Filed as an exhibit to Form 8-K by the Company on June 20, 2019.
(8)
Filed as an exhibit to Form 8-K by the Company on August 25, 2020.
(9)
Filed as an exhibit to Form 8-K by the Company on September 8, 2020.
(10)
Filed as an exhibit to Form 8-K by the Company on September 28, 2020.
(11)
Filed as an exhibit to Form 8-K by the Company on December 15, 2020.
(12)
Filed as an exhibit to Form 8-K by the Company on March 30, 2021.
(13)
Filed as an exhibit to Form 8-K by the Company on April 6, 2021.
(14)
Filed as an exhibit to Form 8-K/A by the Company on April 22, 2021.
(15)
Filed as an exhibit to Form 8-K by the Company on May 11, 2021.
(16)
Filed as an exhibit to Form 8-K by the Company on August 13, 2021.
(17)
Filed as an exhibit to Form 10-Q by the Company on November 12, 2021.
(18)
Filed as an exhibit to Form 8-K by the Company on October 15, 2021.
(19)
Filed as an exhibit to Form 8-K by the Company on November 12, 2021.
(20)
Filed as an exhibit to Form 8-K by the Company on December 13, 2021.
(21)
Filed as an exhibit to Form 10-K by the Company on April 6, 2021.
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