Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-224621
SIGMA
LABS, INC.
Prospectus
1,390,000
Shares of Common Stock Offered by Selling Stockholders
This
prospectus relates to the offer and sale from time to time of up to 500,000 shares of our currently outstanding shares of common
stock that are owned by one of our stockholders, and 890,000 shares of our common stock issuable upon the exercise of currently
outstanding common stock purchase warrants (the “Warrants”) held by some of our stockholders, collectively referred
to in this prospectus as the “selling stockholders.”
For
a list of the selling stockholders, please see “Selling Stockholders.” The selling stockholders may sell these shares
from time to time in the principal market on which our common stock is traded at the prevailing market price, in negotiated transactions,
or through any other means described in the section titled “Plan of Distribution.” We do not know when or in what
amount the selling stockholders may offer the securities for sale. The selling stockholders may sell some, all or none of the
securities offered by this prospectus. The selling stockholders may be deemed underwriters within the meaning of the Securities
Act of 1933, as amended, of the shares of common stock that they are offering. We will pay the expenses of registering these shares.
We will not receive proceeds from the sale of our shares by the selling stockholders that are covered by this prospectus. However,
we will receive payment of the exercise price upon any exercise of the Warrants to the extent exercised on a cash basis, and any
such proceeds we receive will be used for general corporate purposes and for working capital.
Our
common stock is traded on The NASDAQ Capital Market under the symbol “SGLB.” On June 27, 2019, the last reported sale
price of our common stock as reported on The NASDAQ Capital Market was $1.34.
You
should understand the risks associated with investing in our common stock. Before making an investment, read the “Risk Factors,”
which begin on page 9 of this prospectus.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the
entire prospectus and any amendments or supplements carefully before you make your investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated June 27, 2019.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed on behalf of the selling stockholders with the Securities and Exchange
Commission, or the SEC, to permit the selling stockholders to sell the shares described in this prospectus in one or more transactions.
The selling stockholders and the plan of distribution of the shares being offered by them are described in this prospectus under
the headings “Selling Stockholders” and “Plan of Distribution.”
As
permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not
contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s
web site or its offices described below under the heading “Where You Can Find More Information.”
You
should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus.
We and the selling stockholders have not authorized anyone to provide you with information that is in addition to or different
from that contained in, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent
information, you should not rely on it.
The
shares of common stock offered by this prospectus are not being offered in any jurisdiction where the offer or sale of such common
stock is not permitted. You should not assume that the information contained in, or incorporated by reference into, this prospectus
is accurate as of any date other than the date of this prospectus or, in the case of the documents incorporated by reference,
the date of such documents, regardless of the date of delivery of this prospectus or any sale of the common stock offered by this
prospectus. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
Unless
otherwise stated or the context otherwise requires, the terms “Sigma,” “we,” “us,” “our”
and the “Company” refer to Sigma Labs, Inc., a Nevada corporation.
PROSPECTUS
SUMMARY
The
following summary highlights selected information contained elsewhere in or incorporated by reference in this prospectus. This
summary is not complete and does not contain all of the information that should be considered before investing in our securities.
Potential investors should read the entire prospectus carefully, including the more detailed information regarding our business
provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”) incorporated
herein by reference, the risks related to our securities discussed under the “Risk Factors” section of the Form 10-K,
and our financial statements and the accompanying notes to the financial statements incorporated herein by reference.
Our
Company
Summary
Sigma
is a software company that has developed In-Process-Quality-Assurance (“IPQA”) software known as PrintRite3D®.
This technology is also sometimes referred to as Real-Time-Computer-Aided Inspection (“CAI”). Sigma believes that
its PrintRite3D® solves the major problem that has prevented large-scale metal part production using 3D printers for cost
efficient production runs.
3D
metal manufacturing, also known as Additive Manufacturing, is a technology that uses lasers to sculpt parts by welding powdered
metals into 3-dimensional (3D) objects and, to date, the quality of these parts can vary from part to part in a single production
run, as well as from machine to machine in a production line. Traditional quality assurance methods relying on statistically based
post-process inspection methods so well proven by “Subtractive Manufacturing” cannot be used effectively to improve
and assure quality of parts manufactured using 3D metal printers. The aforementioned traditional quality assurance methods are
based on a manufacturing process that is the opposite of 3D Additive Manufacturing; Subtractive Manufacturing begins with quality-assured
already formed pieces of metal as a raw material (not powdered metal as is used as raw material in 3D) and machines it with equipment
such as lathes, milling machines, and CNC machines to subtract metal and thus form finished metal parts, or by casting molten
metal into molded parts usually to then be further machined. Since the metal used in Subtractive Manufacturing is already of proven
quality, the quality of the metal for all parts in a production run is known to be uniform, subject to post process inspection
of a statistically determined valid sample size focused primarily on metrology to determine dimensional accuracy rather than metallurgy
to determine metal quality.
The
lynchpin reality of 3D Additive Manufacturing quality assurance is illustrated by the fact that if a 3D metal manufacturing machine
fabricates 10 parts, and quality inspectors then rigorously inspect three of them, the inspectors will have learned about the
quality of only the three parts they destroyed or CT-scanned and nothing that is sufficient to confirm or reject the quality of
the remaining seven. Quality assurance of 3D Additive metal parts requires high quality sensitive manufacturers to institute procedures
to inspect 100% of the parts being made. Sigma believes that the best, indeed, the only known way to attain high yields for both
manufacturing quality and cost efficiency is an In-Process-Quality-Assurance (IPQA®) approach that examines each part in real
time as it is being manufactured, determines in real time whether it meets quality specifications and permits machine operators
to act on the information if a part is beginning to deviate from its design specifications.
GE
Aviation stated in 2016 that it planned to commit $3.5 billion by 2020 to, among other things, build a metal 3D production facility
to produce 3D printed metal parts for its Leap engine and other engines. Starting in September 2016 and continuing into 2017 GE
Additive spent over $1 billion buying controlling interests in AM equipment manufacturers, Concept Laser and Arcam AB, and later
announced that it had invested over $300 million creating AM manufacturing capability in both the United States and India, and
was an investor in a $115 million series D investment round of Desktop Metal, a metal 3D printing company. In the course of 2017,
GE Additive continued with lateral growth into additive manufacturing, announcing collaborations with Oerlikon and Stryker, and
then a partnership with GKN. Sigma Labs has learned from its interactions in the marketplace that the pent-up demand apparent
from GE and others, such as Airbus, to press forward into advanced 3D manufacturing production are taking place with the assumption
that highly reliable in-process quality assurance capability will no doubt emerge either from their own internal efforts or be
attained through licensing, or possibly acquisition. In the meantime, CT scans and other costly post-process inspection appear
to be an accepted cost as initially sustainable in the startup phases of production. However, until companies that utilize 3D
production facilities like GE Aviation are able to effectively verify that each part conforms to design specifications of attributes
of shape, density, strength and consistency in real-time during the manufacturing process, we believe that such companies will
be at risk of letting some substandard parts through and, also, be unable to improve the workflow to high quality cost-optimum
yields of 3D printed metal parts. No matter how much acuity and at what cost a suite of
post
process inspection tools might
provide 3D manufactured metal parts, it currently can only assure quality yield by rejecting fully formed parts, and, over time,
applying comprehensive ‘reverse engineering’ forensic analyses of each rejected part to identify repeating quality
flaws attributable to constants such as location, design, or scan strategy. Once the locations of these repeating flaws are identified,
process engineers can act to make the AM equipment deliver better quality by adjusting the computer-based manufacturing instructions
of AM equipment to offset the repeating flaws discovered by that deep analyses of individual rejected parts in many manufacturing
runs. This prolonged post-process methodology is very costly due to the loss of material and rejected parts as well as post-process
analysis labor cost and inspection cost such as CT scanning. Additionally, there still lingers the question of whether or not
the post-process inspections were sufficiently granular to assure that flawed parts were not accepted and shipped.
We
believe that our principal product, PrintRite3D®, which can be installed on 3D metal printers, solves these problems by determining
if each part is being made to the metallurgical quality specifications of the Design/Specification file as each part is being
made. Our software enables 3D prototyping to evolve forward into serial or production 3D manufacturing by providing a software
suite with algorithm-based tools that address and overcome quality issues that are specific to 3D Metal Additive Manufacturing
and that are not solved using the post-production quality methods derived for Subtractive manufacturing along with and newly dependent
upon CT scanning. The PrintRite3D® suite has substantially lower operating costs and can attain higher yields by inspecting
parts as they are made and providing machines and their operators actionable information that includes the options of stopping
manufacture of given part(s) while operations continue to complete parts that are in specification, thus saving time and money
while raising yields. PrintRite3D® also gives operators information from run to run that enables them to ‘learn up’
quality for a given machine by using PrintRite3D® data about machine behaviors that can then be offset by making adjustments
to power settings directed at a given sector. PrintRite3D®’s Thermal Energy Density™ (“TED”) feature
supersedes and truncates the “reverse engineering” process of post process inspection described above by providing
process engineers the data required to optimize individual machines as well as machines in series in days or weeks and before
serial production is launched rather than months after production and rejection rates have accrued in costly quantities. PrintRite3D®’s
Thermal Energy Planck (“TE
P”)
feature provides machine operators and engineers with in process real-time identification
of signatures of quality anomalies as they begin to develop and permits terminating or curing a part in process.
We
have filed 24 patents/patent applications pending on our In-Process Quality Assurance™ (“IPQA®”) processes
and procedures for advanced manufacturing. In addition, we anticipate that our core PrintRite3D® software will enable our
customers to combine their digital manufacturing technologies with our 3D manufacturing QA to achieve both cost savings and more
reliable parts. We believe that certain vertical markets would benefit from our technology and software, including aerospace,
defense, bio-medical, power generation, and oil & gas industries because: (1) they each stand to benefit by taking advantage
of the weight/strength/performance ratios that can often be optimized by taking advantage of 3D design; (2) they each stand to
benefit by taking maximum advantage of 3D manufacturing’s material cost savings resulting from designing parts to needed
tolerances while requiring less metal; and (3) there are severe consequences for quality failures in some of their products. We
provide our software products to customers in the form of Software as a Service (“SaaS”), as well as in custom arrangements.
About
3D Printing
3D
printing (“3DP”) or additive manufacturing (“AM”) is changing the manufacturing world by producing complex
metal parts from a computerized input. 3D printing has been applied to the manufacture of plastic parts for decades. 3D manufacturing
of metal parts involves directing a laser or other energy source at a layer of powdered metal and melting it. These layers become
melted together from the bottom up. Worldwide revenues attributable to 3D manufacturing for metal products were reported at $88.1
million in 2015 (Wohlers Report 2016, 3D Printing and Additive Manufacturing State of the Industry – Annual Worldwide Progress
Report). By 2017, Wohlers Report stopped estimating annual 3D metal parts revenue, stating that too much of the revenue is proprietary
information and unavailable from aerospace and similar high-tech sectors. Large powdered metal suppliers surveyed by Wohlers about
their growth forecasts for 2017 averaged expectations of a 59% increase for 2017. According to Sigma’s experience in costing
and pricing the manufacturing of AM metal parts, as confirmed by consultation with other service providers, the total powdered
metal sales forecast for 2017 is enough raw material to produce a “retail value” of the metal parts of ~$800 million.
On another vector, according to Wohlers, an estimated 1,768 metal AM machines were sold in 2017, an increase of 79% over 2016.
As large established companies including Toshiba, HP, Lenovo, Canon and Ricoh in the course of 2016-2017 announced products or
intents of entry in AM manufacturing, Electro Optical Systems (“EOS”), a well-established vendor of AM manufacturing
equipment opened a new plant in January 2018 that, according to EOS, doubled its 2017 capacity to 1,000 units per year. SLM Solutions
AG also reportedly expanded into a new factory during this period.
About
Quality Assurance in 3D Printing
Sigma
believes that the largest future growth for the 3D printing industry will be in metal parts, given the interest and investment
being made by Fortune 100 companies, Federal government laboratories and agencies as well as university-based institutions. These
high-end manufacturers and technology leaders are strongly focused on helping transform analog manufacturing of precision, high-tolerance
parts in the U.S. to digital manufacturing encompassing automation, robotics and closed-loop process control. We believe that
the future growth and success of 3D printing for metal parts will be highly dependent upon the availability of in-process and
real-time digital quality assurance tools, such as our PrintRite3D®.
Current
methods for providing quality in 3DP are generally either (i) inaccurate due to use of procedures that do not recognize and measure
the primary quality issues of 3D metal manufacturing or due to the misuse of non-applicable statistically based assessments, or
(ii) are cost prohibitive due to the expense of labor and equipment required to examine the interior of complex dense parts that
3D manufacturing can create after the parts are manufactured. After 3D-manufacture, costs are normally incurred for using non-destructive
technologies such as ultrasound and non-traditional CT technology on these parts, and old-fashioned visual inspection. Destructive
testing of 3D parts is a mis-applied carryover from current Subtractive Manufacturing quality assurance practice, in which the
great part to part consistency of traditional metal machining equipment permits quality inspectors to infer the quality of a production
run by cutting up and analyzing a statistically relevant number of parts. The test result of the parts that are destroyed and
analyzed have too often been, after great time and expense, statistically demonstrated to be insufficiently representative of
the rest of the parts in the production lot. The underlying premise of quality assurance for Subtractive Manufactured parts is
that if a machine is set up properly, then all parts it produces will be repeatedly the same. This simple, effective and accurate
quality system does not apply to Additive Manufacturing, in which each part is built in an average production lot of 5-80, and
in which quality variance may occur from part to part and within any part notwithstanding that the AM machine settings are the
same. Therefore, unable to rely on a traditional statistically based quality system, 3D Manufacturing’s optimum quality
assurance system would evaluate the quality of each individual part. PrintRite3D®’s in-process quality inspection approach
of each part individually allows a manufacturer to use AM to form a single part, such as a hip replacement or one spare aircraft
part needed on an aircraft carrier, or several lots of the same part, in large quality – each approved or rejected in real
time and based upon complete inspection during fabrication. We offer our customers the ability to use real-time sensors to track
individual scans of each layer, and our software continuously analyzes the part health so that both during and after it is finished,
we can determine if it meets the production parameters of quality standard set by the customer. We believe our PrintRite3D®
software could reduce inspection costs by as much as a factor of 10 and development time for new parts by 50% or more because
IPQA permits factories to make the part manufactured the constant and the machines manufacturing them the variable. Consequently,
the lower cost statistical based post-process inspection methods that work well with Subtractive Manufacturing could be successfully
and economically applied to parts made with 3D Metal machines, and because utilizing PrintRite3D® for design reduces the number
and iterations of development parts required to lead to a final design. Also important is the ability of our software to reduce
risk associated with the qualification and certification of printed parts.
By
using PrintRite3D® software, a high-precision manufacturer would have the ability to offer its customers product warranties
and assurances that its printed parts were produced in compliance with stringent quality requirements. Orders for our software
have been received from, among others, Honeywell Aerospace, Aerojet Rocketdyne, Woodward, Siemens Turbomachinery, Pratt and Whitney,
Baker Hughes, and Solar Turbines.
We
believe there is potential for our PrintRite3D® software to be incorporated into a majority of 3D metal printing devices made
by companies like Electro-Optical Systems (“EOS”), Additive Industries, ARCAM, Concept Lasers, Farsoon, Desktop Metal,
DMG Mori, Renishaw, Sentrol, SLM, Trumpf Lasers, and others.
Sigma’s
Cloud-Based IIoT Solutions
The
process of making a 3D printed part could start with our customers loading a computer aided design (“CAD”) model of
the part into the Cloud as shown in “A” in Figure 1. Next, computer aided engineering (“CAE”) and/or computer
aided manufacturing (“CAM”) instructions are sent to the 3D printer (see “B”, as shown in Figure 1). Metal
powder in the machine is then deposited onto the build platform where a laser beam, or other energy source, focused onto the build
platform melts each successive layer of powder in 20-60 micron increments. Our PrintRite3D SENSORPAK® (see “C”
in Figure 1) detects, records, analyzes and compares the part as it is being made layer-by-layer against the CAD/CAM specifications
and physical reference points for quality assurance during manufacturing. Our PrintRite3D INSPECT®, Version 3.02 software
utilizes our patent applied for TED tool to determine compliance of each part for its metallurgical quality. Our alpha version
of PrintRite3D CONTOUR® software determines the shape and conformity of a part in real-time manufacture with its geometric
design specification.
Our
PrintRite3D® CAI web-based software suite (see “D” in Figure 1) resides in situ and/or in the Cloud (see “A”
in Figure 1) of the Industrial Internet of Things (“IIoT”). We enable manufacturing engineers to confirm the part
quality layer-by-layer, provide for manufacturing statistical process control and harvest, aggregate, and analyze big data from
the real-time manufacturing data collected from our PrintRite3D SENSORPAK® (see “C” in Figure 1), as well as post-process
manufacturing data collected by our customers (see “E” in Figure 1).
Our
specialized sensor suite (see “C” in Figure 1), known as PrintRite3D SENSORPAK®, is an edge computing device,
which means that it can be operated outside of a customer’s primary computer hardware and software systems while delivering
actionable information to these systems. Thus, PrintRite3D SENSORPAK® contains the modular hardware and software necessary
to connect to “cyber-physical” objects (see “B” in Figure 1) living on the manufacturing floor. It allows
for bi-directional information flow between the manufacturing floor and the Cloud (see “A” in Figure 1). It starts
with a million-fold data reduction required to manage and analyze the very large quantities of data garnered that layer by layer
monitoring +/- 30 Micron thicknesses create. It finishes with our PrintRite3D® Digital Quality Record (“DQR”)
and report, which provides customers with product guarantees and assurances that parts were produced in compliance with stringent
quality standards. It can collect, analyze, aggregate, filter, and then further communicate data from the manufacturing floor
to the Cloud (see “A” in Figure 1) and enable links to other areas (see “F” in Figure 1) of the IIoT.
Figure
1. Sigma’s Industrial IoT / PrintRite3D® Cloud Architecture
Business
Activities and Industry Applications
Our
business is currently focused on the continued development and commercialization of our PrintRite3D® suite of software applications.
We are specifically focusing on the 3D Metal Printing and AM industries and further developing our contract additive manufacturing
business for metal 3DP to be a customer prototype center available for cutting edge 3D challenges and a concurrent means of demonstrating
and proving the merit of PrintRite3D® for customers’ parts or application. Our strategy is to continue to leverage our
advanced manufacturing knowledge, experience and capabilities through the following means:
|
|
●
|
Identify, develop
and commercialize our quality assurance software applications for advanced manufacturing technologies. The applications are
designed to assure part quality in real time, and improve process control practices for a variety of industries;
|
|
|
|
|
|
|
●
|
Provide materials
and process engineering consulting services with our PrintRite3D® CAI quality assurance software applications for advanced
manufacturing to customers that need:
|
|
|
●
|
to learn and characterize
the individual performance parameters of each machine intended to produce 3CD metal parts;
|
|
|
|
|
|
|
●
|
to determine and
characterize the traits, signatures, and in-process behaviors of the materials designated for a given part’s production;
|
|
|
|
|
|
|
●
|
to improve manufacturing
quality yields by utilizing IPQA;
|
|
|
|
|
|
|
●
|
to improve, perhaps
for the first time, documentable third-party part-by-part quality certification.
|
|
|
●
|
Build and run a
prototype and small lot contract manufacturing and demonstration division for metal 3DP beginning with our EOSM290 state-of-the-art
metal printer.
|
We
are presently engaged with and focused primarily on the following industry sectors:
|
|
|
●
|
Aerospace and defense manufacturing;
|
|
|
|
|
|
|
|
|
●
|
Auto industry (niches)
|
|
|
|
|
|
|
|
|
●
|
Energy and power generation;
|
|
|
|
|
|
|
|
|
●
|
Bio-medical manufacturing;
|
|
|
|
|
|
|
|
|
●
|
Oil and gas exploration, extraction, and distribution.
|
We
generate revenues through PrintRite3D® hardware and CAI software licensing of our PrintRite3D® technology to customers
that seek to improve their manufacturing production processes, and through ongoing annual software upgrades and maintenance fees.
Additionally, we generate modest revenues from our contract manufacturing activities in metal AM. By running a small-scale contract
AM services operation, we are able to understand and keep pace with the current needs and technology trends of our customers and
where they are going with their next-generation product development efforts. Contract AM further allows us a means for material
on-going partial self-funding of our IPQA®-enabled R&D and product development activities for CAI software. We provide
our AM contract manufacturing services to customers in the form of Quality as a Service (“QaaS”). Starting with our
PrintRite3D® cloud-based SaaS model, customers will contract with us for CAE, CAM and CAI services to generate and establish
a Digital Quality Record (DQR) for AM built parts. Each DQR is cloud-based and allows for archiving and storage of quality data,
access to our big data ANALYTICS™ software App for continuous quality monitoring and improvement, and automatic industry
benchmarking while maintaining firewalls between company-specific data.
In
late November 2018 at the Formnext tradeshow, we released a new version of our hardware along Version 4.0 of PrintRite3D and we
also launched a Rapid Test and Evaluation (RTE) program for the market. The RTE targets high technology quality sensitive companies
that are already manufacturing or buying parts manufactured in production runs on AM metal machines. The program is a “try
before you buy” agreement under the terms of which customers enter into an agreement under which they agree to pay Sigma
a fee, equivalent to a down payment, and to with test protocol mutually defined to demonstrate both Sigma’s technology capability
in general and the measurable impact it can have on the customer’s’ processes, parts and yields. The Company’s
goal is that successes in the RTE program will lead to increased revenues in 2019.
In
October 2018, Mark Cola, our former President and Chief Technology Officer and a co-founder of the Company, retired with the title
CTO Emeritus and an on-going consulting arrangement with the Company. In November 2018, Darren Beckett was named Chief Technology
Officer of Sigma.
Corporate
Information
We
were incorporated as Messidor Limited in Nevada on December 23, 1985 and changed our name to Framewaves Inc. in 2001. On September
27, 2010, we changed our name from Framewaves Inc. to Sigma Labs, Inc. We commenced our current business operations in 2010.
Our
principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our telephone number is (505) 438-2576.
Our website address is www.sigmalabsinc.com, although the information on our website is not deemed to be part of this prospectus.
THE
OFFERING
|
Common Stock offered by the
selling stockholders
|
1
,
390
,
000(1)
|
|
|
|
|
Common Stock offered by us
|
None
|
|
|
|
|
Common Stock outstanding
|
10,537,590 shares(2)
|
|
|
|
|
Common Stock to be outstanding after the offering
|
11,427,590 shares(2)(3)
|
|
|
|
|
Nasdaq Capital Market Symbol
|
SGLB
|
|
|
|
|
Use of proceeds
|
We will not receive
any proceeds from the sale of the common stock offered hereby. However, we may receive up to a maximum of approximately $1,308,300
of gross proceeds from the exercise of Warrants by selling stockholders to the extent they are exercised on a cash basis,
which proceeds we expect to use for general corporate purposes and for working capital. No assurances can be given that all
or any portion of such Warrants will ever be exercised.
|
|
|
|
|
Risk factors
|
An investment in
our common stock involves significant risks. See “Risk Factors” beginning on page 9, below.
|
|
|
(1)
|
Consists of (i)
500,000 shares of our common stock that we issued upon the conversion of our Series B Preferred, and (ii) 890,000 shares of
common stock issuable upon the exercise of outstanding Warrants (which Warrants may be exercised at an exercise price of $1.47
per share).
|
|
|
|
|
|
|
(2)
|
As of April 23,
2019, and does not include (i) a total of 1,049,139 shares of common stock issuable upon the exercise of outstanding options
(with exercise prices ranging from $0.8658 to $11.80 per share) and warrants (with exercise prices ranging from $1.47 to $4.00),
and (ii) 25,000 shares of our common stock currently issuable upon the conversion of our secured convertible promissory note.
|
|
|
|
|
|
|
(3)
|
Assumes the exercise
of all of the Warrants by the selling stockholders and the sale of the shares issued upon such exercise, but does not include
the 3,705,973 shares of common stock issuable upon the exercise of outstanding options and other warrants.
|
RISK
FACTORS
Investing
in our common stock involves certain risks. Before you decide whether to purchase any shares of our common stock, in addition
to the other information in this prospectus, you should carefully consider the risks described under the heading “Risk Factors”
in our most recent Annual Report on Form 10-K, which are incorporated by reference into this prospectus, as such risk factors
may be updated from time to time by our future filings with the SEC. 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 common stock could decline.
The risks that are described in this prospectus or in any document that is incorporated by reference into this prospectus are
not the only risks that we face. Additional risks not presently known to us or that we currently believe to be immaterial may
also adversely affect our business, financial condition and results of operations.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may include forward-looking statements that reflect
our current views with respect to our research and development activities, business strategy, business plan, financial performance
and other future events. These statements include forward-looking statements both with respect to us, specifically, and our industry
sector, in general. We make these statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “estimate,” “may,” “should,” “anticipate,” “will”
and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities
laws or otherwise.
All
forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause
actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not
limited to, those factors set forth in the “Risk Factors” section of this prospectus, all of which you should review
carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus and the accompanying
prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new
information, future developments or otherwise.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual
results may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to
us or to individuals acting on our behalf are expressly qualified in their entirety by this Note. Before purchasing any of our
securities, you should consider carefully all of the factors set forth or referred to in this prospectus that could cause actual
results to differ.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the common stock by the selling stockholders pursuant to this prospectus. All proceeds
from the sale of the shares will be for the account of the selling stockholders. The selling stockholders may sell these shares
in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing
market price, or at negotiated prices. However, we will receive proceeds upon the cash exercise of the Warrants held by the selling
stockholders. If all of the Warrants are exercised at the initial exercise price of $1.47 per share, then we will receive gross
proceeds of approximately $1,308,300 to the extent the Warrants are exercised on a cash basis. Any such proceeds will be used
for working capital and general corporate purposes. No assurance can be given, however, that all or any portion of such Warrants
will be exercised for cash or otherwise.
The
selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for
brokerage or legal services or any other expenses incurred by the selling stockholders in disposing of the shares included in
this prospectus. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including all registration and filing fees and fees and expenses of our counsel and accountants.
SELLING
STOCKHOLDERS
Selling
Stockholders Table
This
prospectus covers an aggregate of 1
,
390
,
000 shares of our common stock, consisting of (i) 500,000 shares of our
currently outstanding shares of common stock that are owned by one of our stockholders following the conversion of Series B Preferred
held by such selling stockholder, and (ii) 890,000 shares of common stock currently issuable upon the exercise of the Warrants
held by the selling stockholders.
On
April 6, 2018, we completed a private placement of the Series B Preferred and Warrants to the selling stockholders, under a Securities
Purchase Agreement, for aggregate gross proceeds, before expenses, to the Company of $1,000,000. The Warrants expire on October
7, 2023, which is the five-year anniversary of the date the Warrants are initially exercisable. Under the Securities Purchase
Agreement, the Company agreed to file a registration statement covering the shares of common stock included in this prospectus.
Dawson James Securities, Inc., which is listed below as a selling stockholder, served as placement agent in the private placement
and, as partial compensation for its services, received Warrants to purchase 140,000 shares of our common stock.
We
are registering the shares under the Securities Act of 1933, as amended (the “Securities Act”), to give the selling
stockholders the opportunity, if they so desire, to publicly sell the shares for their own accounts in such amounts and at such
times and prices as each may choose. The selling stockholders may from time to time offer and sell pursuant to this prospectus
any or all of the below listed shares of common stock owned by them. The registration of these shares does not require that any
of the shares be offered or sold by the selling stockholders. The selling stockholders may from time to time offer and sell all
or a portion of their shares in the over-the-counter market, in negotiated transactions, or otherwise, at prices then prevailing
or related to the then current market price or at negotiated prices.
The
registered shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm
commitment or best efforts basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or
discounts and any other required information with respect to any particular offer will be set forth in a prospectus supplement.
Please see “Plan of Distribution.” The selling stockholders and any agents or broker-dealers that participate with
the selling stockholders in the distribution of registered shares may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commissions received by them and any profit on the resale of the registered shares may be deemed
to be underwriting commissions or discounts under the Securities Act.
No
estimate can be given as to the amount or percentage of common stock that will be held by the selling stockholders after any sales
made pursuant to this prospectus because the selling stockholders are not required to sell any of the shares being registered
under this prospectus. The following table assumes that the selling stockholders will sell all of the shares included in this
prospectus.
Transferees,
successors and donees of identified selling stockholders will not be able to use this prospectus for resales until they are named
in the table below by prospectus supplement or post-effective amendment. If required, we will add transferees, successors and
donees by prospectus supplement in instances where the transferee, successor or donee has acquired its shares from holders named
in this prospectus after the effective date of this prospectus.
The
following table sets forth the beneficial ownership of the selling stockholders. Initially, we registered 1,890,000 shares of
our common stock for resale by the selling stockholders. The shares listed below represent the shares known to us to be owned
by the selling stockholders as of April 23, 2019. The term “selling stockholder” or “selling stockholders”
includes the stockholders listed below and their respective transferees, assignees, pledges, donees or other successors. Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect
to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible,
or exercisable or convertible within 60 days are deemed outstanding, including for purposes of computing the percentage ownership
of the person holding the option, warrant or convertible security, but not for purposes of computing the percentage of any other
holder. As of April 23, 2019, we had 10,537,590 shares of common stock issued and outstanding.
|
|
|
Beneficial Ownership
Before Offering
|
|
|
Beneficial Ownership
After Offering
(1)
|
|
|
|
|
Number of
Shares
|
|
|
Percent
|
|
|
Number of
Shares Being Offered
|
|
|
Number of
Shares
|
|
|
Percent
|
|
|
Carl I. Schwartz Revocable Living Trust Dated 12/18/81
|
|
|
1,875,000
|
(2)
|
|
|
17.18
|
%
|
|
|
875,000
|
|
|
|
1,000,000
|
|
|
|
9.5
|
%
|
|
Dawson James Securities, Inc.
|
|
|
230,212
|
(3)
|
|
|
2.14
|
%
|
|
|
140,000
|
|
|
|
90,212
|
|
|
|
*
|
|
|
Lincoln Park Capital Fund, LLC
|
|
|
375,000
|
(4)
|
|
|
3.44
|
%
|
|
|
375,000
|
|
|
|
0
|
|
|
|
*
|
|
*
Less than 1%
|
(1)
|
Assumes the selling
stockholder sells all of the shares of common stock included in this prospectus.
|
|
|
|
|
(2)
|
Comprised of (i)
500,000 shares of our currently outstanding shares of common stock held by this selling stockholder as a result of the conversion
of Series B Preferred, and (ii) 375,000 shares of common stock currently issuable upon the exercise of the Warrants held by
this selling stockholder. Under the terms of the Warrant, the holder does not have the right to exercise the Warrant to the
extent that after giving effect to such exercise, the holder (together with its affiliates and any other persons acting as
a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the shares of our common stock outstanding immediately after giving effect to such exercise. By written
notice to us, however, the holder may from time to time increase or decrease the Maximum Percentage to any other percentage
not in excess of 9.99%. Carl Irving Schwartz and Shirley Elaine Schwartz share voting and investment control over the shares
of common stock shown.
|
|
|
|
|
(3)
|
Comprised of shares
of our common stock currently issuable upon the exercise of the Warrants held by this selling Stockholder, and a Unit Purchase
Option to acquire up to 90,212 Units, at an exercise price of $1.75 per Unit, consisting of 69,394 shares of common stock
and warrants to purchase up to 20,818 shares of common stock at an exercise price of $1.61, which Unit Purchase Option expires
on March 15, 2024. Robert D. Keyser, Jr. and Thomas W. Hands share voting and investment control over the shares of common
stock shown.
|
|
|
|
|
(4)
|
Comprised of 375,000
shares of common stock currently issuable upon the exercise of the Warrants held by this selling stockholder. Under the terms
of the Warrant, the holder does not have the right to exercise the Warrant to the extent that after giving effect to such
exercise, the holder (together with its affiliates and any other persons acting as a group together with the holder or any
of the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the
shares of our common stock outstanding immediately after giving effect to such exercise. By written notice to us, however,
the holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99%.
Joshua Scheinfeld and Jonathan Cope, the principals of this selling stockholder, share voting and investment control over
the shares of common stock shown.
|
Relationships
with Selling Stockholders
All
selling stockholders are investors who have had no position, office, or other material relationship (other than as purchasers
of securities) with us or any of our affiliates within the past three years, except that Dawson James Securities, Inc. served
as our placement agent in the April 2018 offering of securities described under “Selling Stockholders” and except
that Dawson James Securities, Inc. rendered advisory services to us during the past three years and served as the underwriter
in our registered public offering of securities in February 2017, and as our placement agent in our registered public offerings
of securities in June 2018 and March 2019. Based on representations made to us by the selling stockholders, no selling stockholder
other than Dawson James Securities, Inc. is a registered broker-dealer or an affiliate of a registered broker-dealer.
The
information in the above table is as of the date of this prospectus. Information concerning the selling stockholders may change
from time to time and any such changed information will be described in supplements to this prospectus if and when necessary.
PLAN
OF DISTRIBUTION
The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.
The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
●
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
●
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
●
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
●
an exchange distribution in accordance with the rules of the applicable exchange;
●
privately negotiated transactions;
●
short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the
SEC;
●
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
●
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
●
a combination of any such methods of sale; and
●
any other method permitted by applicable law.
The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of
cash, however, we will receive the exercise price of the warrants.
The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.
The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the prospectus delivery requirements of the Securities Act.
To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.
We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.
We
have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.
We
have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective
with respect to a particular share covered by this prospectus until no selling stockholder owns any Warrants or shares of common
stock underlying the Series B Preferred or Warrants.
DESCRIPTION
OF SECURITIES
The
following is a summary of all material characteristics of our capital stock as set forth in our amended and restated articles
of incorporation and bylaws, as amended. Copies of these documents are filed or incorporated by reference as exhibits to the registration
statement, of which this prospectus forms a part.
We
are presently authorized to issue 22,500,000 shares of common stock, $0.001 par value per share, of which 10,537,590 shares were
outstanding as the date of this prospectus. We are presently authorized to issue 10,000,000 shares of $0.001 par value preferred
stock, of which 1,610,000 shares have been designated “Series A Preferred Stock,” 1,000 shares have been designated
“Series B Convertible Preferred Stock” and 1,500 shares have been designated “Series C Convertible Preferred
Stock”. As of the date of this prospectus, we had no shares of preferred stock issued and outstanding.
Common
Stock
We
have one class of common stock. Holders of our common stock are entitled to one vote per share on all matters to be voted upon
by stockholders and do not have cumulative voting rights in the election of directors. Holders of shares of common stock are entitled
to receive on a pro rata basis such dividends, if any, as may be declared from time to time by our board of directors in its discretion
from funds legally available for that use, subject to any preferential dividend rights of outstanding preferred stock. They are
also entitled to share on a pro rata basis in any distribution to our common stockholders upon our liquidation, dissolution or
winding up, subject to the prior rights of any outstanding preferred stock. Common stockholders do not have preemptive rights
to subscribe to any additional stock issuances by us, and they do not have the right to require the redemption of their shares
or the conversion of their shares into any other class of our stock. The rights, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that we may
designate and issue in the future.
Preferred
Stock
Under
our articles of incorporation, our board of directors has the authority, without further action by stockholders, to designate
one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative
rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and
terms of redemption, liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than
the rights of the common stock.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility
in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying,
deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and
other rights of the holders of common stock.
In
connection with our underwritten public offering of equity securities on February 21, 2017, we created a series of Preferred Stock
called “Series A Preferred Stock.” None of such shares were issued in such offering. In our April 6, 2018 private
placement, we issued 1,000 shares of Series B Preferred Stock (“Series B Preferred”), which were convertible into
1,000,000 shares of common stock. All shares of our Series B Preferred have been converted and 500,000 shares of common stock
issued upon conversion of such shares are currently owned by a selling stockholder . In our June 26, 2018 public offering of equity
securities, we issued 350 shares of Series C Preferred Stock which were initially convertible into 350,000 shares of common stock.
As of the date of this prospectus, all shares of such preferred stock have been fully converted.
Transfer
Agent
The
transfer agent and registrar of our common stock is Issuer Direct Corporation. The address of our transfer agent and registrar
is 1981 Murray Holladay Road, Suite 100 Salt Lake City, Utah 84117, and its telephone number is (801) 272-9294.
Anti-Takeover
Effects of Certain Provisions of Our Charter Documents
Our
articles of incorporation and bylaws contain provisions that could delay or prevent changes in control or changes in our management
without the consent of our board of directors. These provisions include the following:
|
|
●
|
a classified board
of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority
of our board of directors;
|
|
|
|
|
|
|
●
|
no cumulative voting
in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
|
|
|
|
|
|
●
|
the exclusive right
of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the
resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of
directors;
|
|
|
|
|
|
|
●
|
the ability of our
board of directors to authorize the issuance of additional shares of preferred stock and to determine the terms of those shares,
including preferences and voting rights, without stockholder approval, which could adversely affect the rights of our common
stockholders or be used to deter a possible acquisition of our company;
|
|
|
|
|
|
|
●
|
the ability of our
board of directors to alter our bylaws without obtaining stockholder approval;
|
|
|
|
|
|
|
●
|
the required approval
of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal
our bylaws or repeal the provisions of our articles of incorporation and bylaws regarding the election and removal of directors;
|
|
|
|
|
|
|
●
|
a prohibition on
stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our
stockholders;
|
|
|
|
|
|
|
●
|
the requirement
that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer,
the president or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal
or to take action, including the removal of directors; and
|
|
|
|
|
|
|
●
|
advance notice procedures
that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted
upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of
proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
These
provisions could inhibit or prevent possible transactions that some stockholders may consider attractive.
LEGAL
MATTERS
The
validity of the common stock offered hereby has been passed upon for us by TroyGould PC, Los Angeles, California. Certain attorneys
employed by TroyGould PC beneficially own shares of our common stock constituting in the aggregate less than 1% of our outstanding
shares of common stock.
EXPERTS
The
financial statements of Sigma Labs, Inc. as of December 31, 2018 and December 31, 2017, included in the Annual Report on Form
10-K for the year ended December 31, 2018 have been audited by Haynie & Company, an independent registered public accounting
firm, as stated in its report, which is incorporated herein by reference. We have incorporated these financial statements by reference
in reliance upon the report of Haynie & Company, given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1 with respect to this offering of our common stock. This prospectus,
which constitutes a part of the registration statement, does not contain all of the information set forth in the registration
statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations
of the SEC. Statements contained in this prospectus as to the contents of any contract, agreement or other document are summaries
of the material terms of that contract, agreement or other document. With respect to each of these contracts, agreements or other
documents filed or incorporated by reference as an exhibit to the registration statement, reference is made to the exhibits for
a more complete description of the matter involved. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.
We
file periodic reports and other information with the SEC. Such periodic reports and other information are available for inspection
at the website of the SEC referred to above. We maintain a website at http://www.sigmalabsinc.com. You may access our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the SEC. The information contained on, or that may be obtained
from, our website is not, and shall not be deemed to be, a part of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, 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 part of this prospectus. Information in this prospectus supersedes information incorporated by reference that
we filed with the SEC prior to the date of this prospectus.
We
incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information
or documents listed below that we have filed with the SEC:
|
|
●
|
our annual report
on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on April 1, 2019;
|
|
|
|
|
|
|
●
|
the information
in our definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Stockholders filed with the SEC on June 18,
2019, to the extent incorporated by reference in Part III of our annual report on Form 10-K for the year ended December 31,
2018;
|
|
|
|
|
|
|
●
|
our quarterly report on
Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 15, 2019;
|
|
|
|
|
|
|
●
|
our Current Reports
on Form 8-K filed with the SEC on March 14, 2019, April 12, 2019, May 8, 2019, June 4, 2019 and June 21, 2019; and
|
|
|
|
|
|
|
●
|
the description of our common
stock contained in our registration statement on Form 8-A, filed with the SEC on February
14, 2017, and any amendment or report subsequently filed for the purpose of updating
such description.
|
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made on or after the date of the initial
filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement,
until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus
and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future
filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically
be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed
to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier
statements.
We
will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference,
including exhibits to these documents. You should direct any requests for documents to Sigma Labs, Inc., 3900 Paseo del Sol, Santa
Fe, New Mexico 87507; Telephone (505) 438-2576. Copies of the above reports may also be accessed from our website at http://www.sigmalabsinc.com.
We have authorized no one to provide you with any information that differs from that contained in this prospectus. Accordingly,
you should not rely on any information that is not contained in this prospectus. You should not assume that the information in
this prospectus is accurate as of any date other than the date of the front cover of this prospectus.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes
or replaces such statement.
Sigma
Labs, Inc.
Prospectus
1,390,000
Shares of Common Stock Offered by the Selling Stockholders
The
date of this prospectus is June 27, 2019
Sigma Labs (NASDAQ:SGLB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sigma Labs (NASDAQ:SGLB)
Historical Stock Chart
From Apr 2023 to Apr 2024
