Post-effective Amendment to Registration Statement (pos Am)
July 12 2017 - 1:33PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 12, 2017
Registration
No. 333-215442
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
S-4/A
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IEG
Holdings Corporation
(Exact
name of registrant as specified in its charter)
Florida
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2834
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90-1069184
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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6160
West Tropicana Ave., Suite E-13
Las
Vegas, NV 89103
(702) 227-5626
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Paul
Mathieson
President and Chief Executive Officer
IEG Holdings Corporation
6160 West Tropicana Ave., Suite E-13
Las
Vegas, NV 89103
(702) 227-5626
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Laura
Anthony, Esq.
Legal&
Compliance, LLC
330
Clematis Street, Suite 217
West
Palm Beach, FL 33401
(800)
341-2684
Approximate
date of commencement of proposed sale of the securities to the public: Not applicable.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there
is compliance with General Instruction G, 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, 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(d) 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, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[ ]
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(Do
not check if a smaller reporting company)
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Emerging
growth company
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[X]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
If
applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) [ ]
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) [ ]
EXPLANATORY
NOTE
The
registrant is filing this Post-Effective Amendment No. 1 to registration statement on Form S-4 to amend its registration statement
(Registration No. 333-215442), initially filed with the Securities and Exchange Commission (the “Commission”) on January
5, 2017 and declared effective by the Commission on May 19, 2017 (the “Registration Statement”), to deregister certain
securities registered pursuant to the Registration Statement, which securities remain unsold as of the date hereof. An aggregate
of 3,039,880 shares of common stock were sold pursuant to the Registration Statement. Accordingly, an aggregate of 131,914,580
shares of the registrant’s common stock remain unsold and are hereby deregistered. Pursuant to Rule 457(p), the registrant
intends that the aggregate total dollar amount of the filing fee associated with those unsold securities ($168,316.80) be used
to offset against the total filing fees due for subsequent registration statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada,
on July 12, 2017.
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IEG
Holdings Corporation
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By:
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/s/
Paul Mathieson
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Paul
Mathieson,
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President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed
by the following person in the capacity indicated on July 12, 2017.
Name
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Title
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/s/
Paul Mathieson
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President
and Chief Executive Officer and Director
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Paul
Mathieson
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(Principal
Executive Officer and Principal Financial and Accounting Officer)
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