Attached files
As filed with the Securities and Exchange Commission on December XX, 2014
Registration No. 333-195427
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Post-Effective Amendment No. 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SIGNAL ADVANCE, INC.
(Exact name of registrant as specified in its charter)
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Texas 8731 76-0373052
(State or jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or organization) Code Number)
2520 County Road 81
Rosharon, Texas 77583
(713) 510-7445
(Address, including zip code, and telephone number, including area code,
of the registrant's principal executive offices)
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Chris Hymel
President
Signal Advance, Inc.
2520 County Road 81
Rosharon, Texas 77583
(713) 510-7445
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Law Offices of Richard C. Seltzer
Attorney at Law
2211 Norfolk, Suite 400
Houston, Texas 77098
(713)522-7333
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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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, 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.[ ]
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, or a smaller reporting company. See
definitions of 'large accelerated filer,' 'accelerated filer,' and 'smaller
reporting company' in Rule 12b-2 of the Exchange Act:
Large accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTES:
Signal Advance, Inc., a Texas corporation (the "Company"), filed a Registration
Statement on Form S-1 with the Securities and Exchange Commission ("SEC") on
November 18, 2013 (File Number 333-192374), which was declared effective on
December 13, 2013, for the purpose of registering shares of common stock,
offered for sale by Selling Security Holders, under the Securities Act of 1933.
This Registration Statement was subsequently amended (Post-Effective Amendment
No. 1) by the filing, with the SEC, a new Registration Statement on Form S-1
(File Number 333-195427) on May 15, 2014, which was declared effective on May
21, 2014. Herein, the above referenced Registration Statement, as amended, will
be referred to as the "Registration Statement". The information set forth in
the Registration Statement and all exhibits thereto are hereby incorporated by
reference in this filing.
The registrant is filing this Post-Effective Amendment No. 2 to Registration
Statement referenced above with the SEC for the purpose of incorporating herein,
by reference, the information contained in the Registrant's Annual Report on
Forms 10-K and 10-K/A for the fiscal year ended December 31, 2014, subsequently
amended, the Registrant's Quarterly Reports (on Forms 10-Q and 10-Q/A) and
Current Reports (on Form 8-K) that have been filed with the SEC subsequent to
May 15, 2014, being filed pursuant to Section 10(a)(3) of the Securities Act
and the undertakings in Item 17 of the Registration Statement to update and
supplement the information contained therein. This Post-Effective Amendment No.
2 includes the updated information provided in the aforementioned reports.
The information included in this Post-Effective Amendment No. 2 updates and
supplements the Registration Statement and the Prospectus contained therein.
This Post-Effective Amendment No. 2 should be read in conjunction with the
Registration Statement and with Registrant's other SEC filings made subsequent
to the filing of the Prior Registration Statement, including any amendments to
those filings. This Post-Effective Amendment No. 2 does modifies the following
Items of the prospectus that forms a part of the Registration Statement:
1) Item 10 - Interests of Named Experts and Counsel, 2) Item 11k - Directors
and Executive Officers and 3) Item 12 - Incorporation of Certain Information
by Reference. All other Items under Part I have been omitted. Under Part II,
there are no changes to Item 14, Indemnification of Directors and Officers.
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Table of Contents
PART I
INTERESTS OF NAMED EXPERTS AND COUNSEL (Item 10)............................5
DIRECTORS AND EXECUTIVE OFFICERS (Item 11k).................................5
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE (Item 12).................8
PART II
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (Item 13).......................9
RECENT SALES OF UNREGISTERED SECURITIES (Item 15)...........................9
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Item 16).......................11
UNDERTAKINGS (Item 17).....................................................12
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PART I
INTERESTS OF NAMED EXPERTS AND COUNSEL (Item 10)
The following individuals have rendered opinions that are referenced in this
registration statement. Some of these experts own shares of the common stock of
the Company. While none of the stock issuances were made on a contingent basis,
in the interest of full disclosure, the following information is provided.
LBB & Associates, Ltd., LLP, Certified Public Accountants ("LBB") is an
independent registered accounting engaged to audit the financial statements of
the Company for the fiscal year ended December 31, 2014 and to review the
financial statements of the Company for six months ended June 30,2015 and 2014,
the nine months ended September 30, 2015 and 2014 and the three months ended
March 31, 2015. The fees paid to LBB to date totaled $16,850. LBB has no
interest in the Company.
Richard C. Seltzer, attorney-at-law, provided a legal opinion regarding the
validity of common stock owned by Selling Shareholders listed in this
registration statement. Mr. Seltzer serves as a member of the Company's Board
of Directors and, as of April 1, 2014, owns just over 1% of the Company's total
issued and outstanding common stock (See Item 11m - Security Ownership of
Certain Beneficial Owners).
David G. Henry, a registered patent attorney, provided his opinion regarding
the intellectual property of the Company. As of April 1, 2014, Mr. Henry owns
less than 0.1% of the Company's total issued and outstanding common stock.
Harold L. Russell, Ph.D., provided an opinion regarding the proprietary
technology of the Company. As of the date of this Amendment, Dr. Russell owns
less than 0.2% of the Company's total issued and outstanding common stock.
DIRECTORS AND EXECUTIVE OFFICERS (Item 11k)
The following table sets forth the names, positions and ages of the current SAI
Directors and Officers. Directors are elected during the annual shareholders'
meeting and serve for one year and until their successors are elected and
qualify. Officers are elected by our board of directors and their terms of
office are at the discretion of our board. There are no family relationships
among our directors, executive officers, director nominees or significant
employees. Two of our Directors are independent per NASDAQ listing standards.
Director/Officer Age Title
---------------- --- -----
Chris Hymel 57 Director, President/Treasurer
Malcolm Skolnick 80 Director, Secretary
Ron Stubbers 53 Director, Vice-President
Richard Seltzer 61 Director
All directors hold office until the next annual meeting of the shareholders of
the Company and until their successors have been duly elected and qualified.
The Company's Bylaws provide that the Board of Directors will consist of no
less than three members. Officers are elected by and serve at the discretion of
the Board of Directors.
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BIOGRPAHIES:
Chris M. Hymel, Ph.D. (President/Treasurer, Director):
Dr. Hymel, an experienced entrepreneur, founded the Company in 1992 and has
served as a director and its President and Treasurer since its inception. Dr.
Hymel previously founded a computer systems and networking consulting and
development firm, and later, a medical-legal firm which developed over 60
animations used in litigation support. He also on the board of a non-profit
corporation, Educational Enrichment Center through 2009. Professional
experience also includes technology development at the University of Texas,
Neurophysiology Research Center, including the development of proprietary
neurostimulation, signal generation and data acquisition systems, and control
systems engineering for Shell Oil & Shell Development Companies and Johnson
Controls, Inc. Dr. Hymel holds a doctorate in biomedical sciences from the
University of Texas Health Science Center. Houston as well as Bachelor's and
Master's degrees in electrical engineering from Texas A&M University. Dr.
Hymel holds multiple patents and has authored a number of scientific/technical
publications. Dr. Hymel, developed the proprietary Signal Advance technology
and successfully demonstrated temporally advanced detection of a range of
analog (including bioelectric) signals in his doctorate research completed at
the University of Texas Health Science Center in August 2010.
Malcolm Skolnick, Ph.D., J.D. (Secretary, Director):
Dr. Skolnick received his Ph.D. in physics from Cornell University and J.D.
from the University of Houston Law Center. He retired in 2008 after ten years
as a Director, President/CEO of CytoGenix, Inc., a publicly traded, development
stage biotechnology firm in Houston Texas. Prior to joining CytoGenix, Dr.
Skolnick, a tenured professor, held academic positions in the Medical School,
the Graduate School of Biomedical Sciences and the School of Public Health
(SPH) of the University of Texas Health Science Center, Houston (UTHSC). In
addition to his service as a Department Chair in the Medical School and
professorial duties, Dr. Skolnick directed the UTHSC Office of Technology
Management, overseeing the University's activities in protecting and licensing
its technology portfolio. He also headed the Neurophysiology Research Center
and served as principal investigator of several clinical trials in pain
management, smoking cessation and reduction of withdrawal symptoms in drug
addiction. Dr. Skolnick also serves as Director and Vice President of the
Southwest Health Technology Foundation, Resolution Forum, Inc., Responsible
Community Design International, Inc., and Hudson Forest Homeowners'
Association. He has served as an expert witness in intellectual property,
product liability, and accident reconstruction matters. Dr. Skolnick is a
registered patent attorney, patented inventor and is licensed to practice law
in the State of Texas. In addition to his service on various corporate boards,
since his retirement from CytoGenix, Inc., he has been active in patent
prosecution and licensing for selected clients and has been an invited
lecturer at several local universities.
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Ron A. Stubbers, B.S., M.B.A., (Vice-President, Director):
Mr. Stubbers has been developing and manufacturing electronic biomedical
devices for over 20 years, much of it while VP of Engineering and VP of
Operations for Neuroscan, Inc. and its successor Compumedics, USA from 1991-
2003, and aDEPtas, Inc. and its successor InGeneron, Inc. from 2004-Present.
His experience includes development and production of medical devices ranging
from neurostimulation systems to EEG acquisition and analysis systems. He has
also worked in the areas of product design and manufacturing engineering,
quality, regulatory and technical support for startup companies. Mr. Stubbers
has managed corporate ISO/EN/QSR quality management systems requirements and
compliance and European CE and FDA 510K Class II as well as other regulatory
approvals for world-wide medical device distribution. Mr. Stubbers received his
bachelor's degree in electrical engineering from the University of Idaho in
1985, completed graduate coursework at the University of Texas, Graduate School
of Biomedical Sciences and at Rice University, and completed his MBA at the
University of Houston (2013).
Richard C. Seltzer, J.D., LL.M. (Director):
Mr. Seltzer received his J.D. from South Texas College of Law in 1981 and his
LL.M. in Taxation from the University of Florida in 1982. Mr. Seltzer has been
in private practice for more than thirty years representing both established
and startup businesses in acquisitions and mergers, financial and tax issues,
contractual matters, shareholder disputes, real estate acquisitions and general
business litigation in Texas State Courts. His practice includes arranging
viable capital infusions for ongoing businesses, negotiating business and real
estate related contracts. He has handled the licensing of proprietary
information for a non-profit organization in Texas. He also continues to
successfully represent numerous taxpayer corporations and individuals before
the Internal Revenue Service, including both its Appellate and Collection
Divisions as well as representing taxpayers for matters filed with the U.S.
Tax Court. For more than fifteen years Mr. Seltzer has been a frequent invited
speaker covering general business topics at the People's Law School in
conjunction with the University of Houston Law School. He is also an approved
mediator in the State of Texas having received his certification in 2008.
Mr. Seltzer has continued to serve as a member of the Board of Directors of
Bridges to Life, a nonprofit organization in Houston, since 2003. He was
appointed in 2011 as a member of the Board of Directors of STARBASE, Inc.,
a federally funded educational program working in conjunction with the
Department of Defense and the National Guard that works with upper elementary
school students particularly interested in math, science, engineering and
technology related programs. In addition, Mr. Seltzer serves on the Boards of
Directors of the following Texas corporations: Atlas Management, Inc.
(appointed in 2000), Innovative Tooling and Accessories, Inc. (appointed in
2007), Intuitec, Inc. (appointed in 2003), Milsob Properties, Inc.
(appointed in 2008). He has also served on the Board of Directors of Delta
Shaver Company, Inc., a Delaware corporation since 2011.
Significant Employees: None
Family Relationships: None
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE (Item 12)
The SEC allows us to incorporate by reference into this Registration Statement
information from other documents that we file with the SEC, which means that the
Company can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this Post Effective Amendment No. 2 to the Registration Statement.
Any statement contained in a document incorporated by reference into this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
document, any Registration Statement supplement or any other subsequently filed
document that is incorporated by reference into this Registration Statement
modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
We incorporate by reference the documents listed below:
- the Company's Annual Reports:
Form 10-K for the year-ended December 31, 2014, filed March 31, 2015
Form 10-K/A for the year-ended December 31, 2014, filed April 3, 2015
Form 10-K/A for the year-ended December 31, 2014, filed November 10, 2015
Form 10-K/A for the year-ended December 31, 2014, filed November 10, 2015
Form 10-K/A for the year-ended December 31, 2014, filed November 24, 2015
- the Company's Quarterly Reports:
Form 10-Q for the six months ended June 30, 2014, filed August 14, 2014,
Form 10-Q/A for the six months ended June 30, 2014, filed August 22, 2014,
Form 10-Q for the nine months ended September 30, 2014,
filed November 6, 2014,
Form 10-Q for the three months ended March 31, 2015, filed May 15, 2015,
Form 10-Q for the six months ended June 30, 2015 filed, August 11, 2015,
Form 10-Q/A for the three months ended March 31, 2015,
filed November 10, 2015,
Form 10-Q/A for the six months ended June 30, 2015,
filed November 10, 2015,
Form 10-Q for the nine months ended September 30, 2015,
filed November 13, 2015
- the Company's Current Reports:
Form 8-K, filed June 3, 2014,
Form 8-K, filed June 27, 2014,
Form 8-K, filed July 28, 2014,
Form 8-K, filed September 3, 2014
Form 8-K, filed July 10, 2015.
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PART II
Information Not Required in Prospectus
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (Item 13)
The following table indicates the expenses to be incurred in connection with
the offering described in this registration statement, all of which will be
borne by the Company. All amounts are estimates, other than the SEC
registration fee.
SEC Registration $ 1,141
FINRA $ 200
DTC Eligibility $ 10,000
Accounting/Auditing $ 31,450
EDGAR XBRL Conversion $ 7,000
Legal Fees $ 17,500
Transfer Agent $ 3,970
Miscellaneous $ 2,500
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Total $ 73,761
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RECENT SALES OF UNEGISTERED SECURITIES (Item 15)
During the year-ended December 31, 2011, the Company made the following Common
Stock issuances:
1) 120,000 shares of common stock were issued in exchange for services
rendered by Directors, Officers and consultants valued at $120,000
2) One of the Company's Directors acquired 10,000 shares valued at $10,000.
A 4 for 1 reverse split became effective on September 1, 2011. As such, the
'post' 4 for 1 reverse split equivalent number of shares of common stock issued
during 2011 was 30,000 shares.
During the year-ended December 31, 2012, the Company made the following Common
Stock issuances:
1) 63,250 shares of common stock valued at $63,000 were issued in a private
placement, specifically a 'rights' offering, made available to existing
shareholders.
2) 229,000 shares valued at $229,000 were issued in exchange for services
rendered.
During the year ended December 31, 2013, the Company made the following Common
Stock issuances:
1) 1,000,000 shares were issued to the Company's President per the terms of
IP assignment agreement valued at $1,000,000.
2) 116,750 shares were issued in exchange for services rendered valued at
$116,750.
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During the year ended December 31, 2014, the Company made the following Common
Stock issuances:
1) 121,667 shares of common stock to various individuals for cash proceeds of
$156,500;
2) 145,000 shares of the Company's common stock valued at $145,000 to repay
$145,000 of the related party line of credit.
3) 461,334 shares of common stock valued at $627,001 to five consultants in
exchange for services.
4) 25,000 shares of common stock valued at $25,000 to members of the Board of
Directors in exchange for services.
During the nine months ended September 30, 2015, the Company made the following
Common Stock issuances:
1) 46,667 shares of common stock valued at $70,000 to consultants in exchange
for services.
2) 10,000 shares of common stock valued at $15,000 to Officers and Members of
the Board of Directors in exchange for services.
3) 50,000 shares of common stock valued at $50,000 to partially repay the
line of credit-shareholder balance.
Subsequent to September 30, 2015, the Company issued 80,000 shares of common
stock valued at $60,000 to partially repay the line of credit-shareholder
balance.
These issuances of unregistered were exempt pursuant to Section 4(2) of the
Securities Act as these were privately negotiated transactions in which there
was no advertising and no commissions paid. Accordingly, the stock certificates
representing these shares were issued with restrictive legends indicating that
the shares have not been registered and may not be traded until registered or
otherwise exempt from registration.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Item 16)
(a) Financial Statements are included in the Registration Statement filed on
May 15, 2014, beginning on page 43: Financial Statements (Item 11e)
(b) Exhibits
Exhibit Description Reference
------- ----------- ---------
3.1 Articles of Incorporation of Registrant - 04JUN92 Filed previously
3.2 Articles of Amendment of the Registrant - 22SEP04 Filed previously
3.3 Articles of Amendment of the Registrant - 11JUL05 Filed previously
3.4 Articles of Amendment of the Registrant - 02JUL07 Filed previously
3.5 Resolution Relating to a Series of Shares of the Filed previously
Registrant - 26JUL11
3.6 Corporate Bylaws of Registrant Filed previously
5.1 Opinion of Richard C. Seltzer, Atty. Filed previously
10.1 Commercial Lease Agreement Filed previously
10.2 Line of Credit Promissory Note Filed previously
10.3 Executive Consulting Agreement Filed previously
10.4 Intellectual Property Assignment Filed previously
10.5 Business Development Agreement Filed previously
10.6 Business Development and Commercialization Incorporated by
Agreement reference*
14.1 Code of Ethics and Business Conduct Filed previously
23.1 Consent of Bobby J. Hutton, CPA, Independent Filed previously
Registered Public Accountant
23.2 Consent of Richard C. Seltzer, Esq., Legal Counsel Filed previously
23.3 Consent of David G. Henry, Reg. Patent Atty. Filed previously
23.4 Consent of Harold L. Russell, Ph.D. Filed previously
23.5 Consent of LBB & Associates, Ltd., LLP Filed herein
99.1 Expert Opinion, David G. Henry, Reg. Patent Atty. Filed previously
99.2 Expert Opinion, Harold L Russell, Ph.D., Filed previously
NeuroMedics Technology, Inc.
99.3 Letter of Collaboration, Larry S Micheletti, Ph.D., Filed previously
UTMB Health, Dept. of Pediatrics
99.4 Letter of Collaboration, Edgar Sanchez-Sinencio, Filed previously
Ph.D., Texas A&M University, Dept. of Electrical
and Computer Engineering
99.5 Letter of Collaboration, Hue Ten Shih, MD, MPH, Filed previously
Center for Cardiac Arrhythmias
99.6 Copy of First Confidential Draft Registration Filed previously
Statement on Form S-1 including Exhibits
99.7 Copy of Second Confidential Draft Registration Filed previously
Statement on Form S-1 including Exhibits
99.8 Copy of Third Confidential Draft Registration Filed previously
Statement on Form S-1 including Exhibits
99.9 Copy of Fourth Confidential Draft Registration Filed previously
Statement on Form S-1 including Exhibits
99.10 Copy of Fifth Confidential Draft Registration Filed previously
Statement on Form S-1 including Exhibits
99.11 Copy of Sixth Confidential Draft Registration Filed previously
Statement on Form S-1 including Exhibits
* Incorporated herein by reference to the copy of such document included as
Exhibit 10.1 to our Current Report on Form 8-K filed on September 3, 2014.
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UNDERTAKINGS (Item 17)
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of 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 Commission pursuant to Rule 424(b)(230.
424(b) of this chapter) if, in the aggregate, the changes in volume
and price represent no more than 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 the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of the registrant under the
Securities Act of 1933 to any purchaser:
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 "Selling
Shareholder" will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
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(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
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 shall be deemed to be part
of and included in the registration statement as of the earlier of the
date such form of 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 under-
writer, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 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.
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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, on December 23, 2015.
SIGNAL ADVANCE, INC.
By: /s/ Chris M. Hymel
Chris M. Hymel,
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.
SIGNATURE TITLE DATE
----------------------- ----------------------------------- -----------------
/s/ Chris M. Hymel Chairman of the Board of Directors, December 23, 2015
Chris M. Hymel President and Treasurer (Principal
Executive, Financial and Accounting
Officer)
/s/ Malcolm H. Skolnick Member of the Board of Directors, December 23, 2015
Malcolm H. Skolnick Secretary
/s/ Richard C. Seltzer Member of the Board of Directors December 23, 2015
Richard C. Seltzer
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