Attached files
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| EX-5.1 - EXHIBIT 5.1 - Boston Therapeutics, Inc. | exh5_1.htm |
As filed with the Securities and Exchange Commission on May 11, 2015
Registration No. 333-198198
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOSTON THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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2834
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27-0801073
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(State or
jurisdiction of
incorporation or
organization)
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(Primary Standard
Industrial
Classification
Code Number)
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(IRS Employer
Identification No.)
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1750 Elm Street, Suite 103
Manchester, NH 03104
603-935-9799
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David Platt, Ph.D.
Chief Executive Officer and Chairman
1750 Elm Street, Suite 103
Manchester, New Hampshire 03104
(603) 935-9799
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Barry I. Grossman, Esq.
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Lawrence A. Rosenbloom, Esq.
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Ellenoff Grossman & Schole LLP
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1345 Avenue of the Americas
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New York, New York 10105
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Phone: (212) 370-1300
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Fax: (212) 370-7889
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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. x
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. o
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. o
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. o
If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities To be Registered
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Proposed Maximum
Aggregate Offering Price (1)
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Amount of Registration Fee
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Common stock, par value $0.001 per share
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$5,000,000
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$581.00
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Warrants to purchase shares of common stock
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--
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Shares of common stock underlying warrants (2)
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$2,500,000 |
$290.50
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Total
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$7,500,000
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$871.50(3)
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(1)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
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| (2) | Pursuant to Rule 416 under the Securities Act, the number of shares of common stock registered herby shall also include an indeterminate number of additional shares of common stock issuable as a result of stock splits, stock dividends, recapitalizations, reorganizations or similar transactions. |
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(3)
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Previously paid.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
The sole purpose of the filing of this Amendment No. 5 to the Registration Statement on Form S-1 of Boston Therapeutics, Inc. is to file with the Commission the legal opinion of Ellenoff Grossman & Schole LLP.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation, as amended (filed as Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-192344) filed with the SEC on November 14, 2013 and incorporated herein by reference)
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3.2
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Bylaws (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-164785) filed with the SEC on February 8, 2010 and incorporated herein by reference)
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3.3
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Certificate of Merger (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010 and incorporated herein by reference)
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4.1**
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Form of Warrant issued to investors in this offering.
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5.1*
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Opinion of Ellenoff Grossman & Schole LLP
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10.1
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Technology Assignment Agreement dated as of August 24, 2009 by and between the Company and David Platt (filed as Exhibit 10.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-164785) filed with the SEC on June 24, 2010 and incorporated herein by reference)
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10.2
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Amended and Restated Boston Therapeutics, Inc. 2010 Stock Plan (filed as Exhibit 10.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2013 and incorporated herein by reference)
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10.3
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Promissory Note dated as of February 9, 2010 issued by the Company to David Platt (filed as Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-164785) filed with the SEC on June 24, 2010 and incorporated herein by reference)
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10.4
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Agreement and Plan of Merger dated November 10, 2010 by and among Avanyx Therapeutics, Inc. and Boston Therapeutics, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010 and incorporated herein by reference)
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10.5
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Form of Subscription Agreement dated June 21, 2011, among Boston Therapeutics, Inc. and the Investors named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2011 and incorporated herein by reference)
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10.6
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License and Manufacturing Agreement between Boston Therapeutics, Inc. and Advance Pharmaceutical Company Limited effective as of June 24, 2011 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2011 and incorporated herein by reference)
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10.7
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Employment Agreement between Boston Therapeutics, Inc. and Ken Tassey dated as of August 11, 2011 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2011 and incorporated herein by reference)
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10.8
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Amended and Restated Boston Therapeutics, Inc. 2011 Non-Qualified Stock Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No. 333-185355) filed with the SEC on December 7, 2012 and incorporated herein by reference)
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10.9
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Unit Purchase Agreement between Boston Therapeutics, Inc. and the investors named therein dated as of July 23, 2013, as amended (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2013 and incorporated herein by reference)
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10.10
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Registration Rights Agreement between Boston Therapeutics, Inc. and the investors named therein dated as of July 23, 2013, as amended (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2013 and incorporated herein by reference)
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10.11
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Separation Agreement and General Release between Boston Therapeutics, Inc. and Kenneth A. Tassey, Jr., effective June 30, 2014 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2014 and incorporated herein by reference)
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10.12
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Marketing Agreement, dated as of May 14, 2014, by and between Boston Therapeutics, Inc. and Benchworks SD LLC (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2014 and incorporated herein by reference)
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| 10.13** | Form of Subscription Agreement |
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23.1**
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Consent of McGladrey LLP
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23.2*
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Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
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24**
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Power of Attorney (included on signature page of this Registration Statement)
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* Filed herewith
** Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manchester, State of New Hampshire, on May 11, 2015.
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BOSTON THERAPEUTICS, INC.
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/s/ David Platt
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Name: David Platt
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Title: Chief Executive Officer and Chairman
(Principal Executive Officer)
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Platt and Anthony D. Squeglia, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution and for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David Platt
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Chief Executive Officer and Chairman
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May 11, 2015
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David Platt
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(Principal Executive Officer)
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/s/ Anthony D. Squeglia
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Chief Financial Officer
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May 11, 2015
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Anthony D. Squeglia
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(Principal Financial and Accounting Officer)
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*
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Director
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May 11, 2015
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Dale H. Conaway
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*
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Director
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May 11, 2015
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Rom E. Eliaz
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*
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Director
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May 11, 2015
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Henry J. Esber
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*
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Director
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May 11, 2015
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S. Colin Neill
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*
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Director
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May 11, 2015
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Conroy Chi-Heng Cheng
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*
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Director
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May 11, 2015
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Jan Brinkman
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*
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Director
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May 11, 2015
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Alan M. Hoberman
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* By /s/ Anthony D. Squeglia
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May 11, 2015 | |||
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Attorney-in-fact
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