Attached files
file | filename |
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EX-10.23 - EXHIBIT 10.23 - Full Spectrum Inc. | s104162_ex10-23.htm |
EX-10.22 - EXHIBIT 10.22 - Full Spectrum Inc. | s104162_ex10-22.htm |
EX-10.21 - EXHIBIT 10.21 - Full Spectrum Inc. | s104162_ex10-21.htm |
EX-3.3 - EXHIBIT 3-3 - Full Spectrum Inc. | s104162_ex3-3.htm |
As filed with the Securities and Exchange Commission on September 20, 2016.
Registration No. 333-212361
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM
S-1/A
Amendment No. 2 to
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Full Spectrum Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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3663 |
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65-1297744 |
(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 |
Full
Spectrum Inc.
687 N. Pastoria Avenue
Sunnyvale, CA 94085
Telephone: 888-350-9994
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Stewart
Kantor
Chief Executive Officer
687 N. Pastoria Avenue
Sunnyvale, CA 94085
Telephone: 888-350-9994
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________
With copies to:
Jay
Kaplowitz, Esq. |
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Mitchell
Nussbaum, Esq. |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement is declared effective.
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, 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. ¨
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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(Do not check if a smaller reporting company) |
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Smaller reporting company |
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x |
EXPLANATORY NOTE
Full Spectrum Inc. is filing this pre-effective Amendment No.2 (the “Amendment”) to the Registration Statement on Form S-1 (333-212361), as an exhibit-only filing to file exhibits 3.3, 10.21, 10.22 and 10.23. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 (a) of Part II of the Registration Statement, the signature page to the Registration Statement, the exhibit index and the exhibits being filed with this Amendment. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits and Financial Statement Schedules
(a) Exhibits
See the Exhibit Index immediately following the signature page included in this registration statement.
(b) Financial Statement Schedules.
See “Index to Financial Statements” which is located on page F-1 of this prospectus.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No.2 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on September 20, 2016.
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FULL SPECTRUM INC. |
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By: |
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/s/ Stewart Kantor |
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Name:
Stewart Kantor |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
/s/ Stewart Kantor |
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Chief Executive Officer and Chairman |
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September 20, 2016 |
Stewart Kantor |
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(Principal executive officer) |
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/s/ Guy Simpson |
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Chief Operating Officer |
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September 20, 2016 |
Guy Simpson |
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* |
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Chief Technology Officer and Director |
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September 20, 2016 |
Menashe Shahar |
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* |
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Director |
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September 20, 2016 |
Richard Silverman |
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* |
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Director |
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September 20, 2016 |
Richard Cohen |
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* |
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Director |
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September 20, 2016 |
Derek R. Reisfield |
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*/s/ Stewart Kantor |
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Stewart
Kantor |
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II-2
EXHIBIT INDEX
Exhibit Number |
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Description of Exhibit |
1.1** |
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Form of Underwriting Agreement by and among the Registrant and the underwriters named therein |
3.1** |
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Amended and Restated Certificate of Incorporation of the Registrant, as amended |
3.2** |
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Bylaws of the Registrant, as amended and currently in effect |
3.3* |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on September 2, 2016 |
4.1** |
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Form of the Registrant’s common stock certificate |
4.2** |
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Form of 10% Convertible Note for Bridge Loan |
4.3** |
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Form of Warrant for Bridge Loan |
4.4** |
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Promissory Note dated September 2, 2014, by and between the Registrant and AM145 Holdings LLC in the principal amount of $75,000 |
4.5** |
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Promissory Note dated November 26, by and between the Registrant and AM145 Holdings LLC in the principal amount of $30,000 |
4.6** |
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Promissory Note dated January 21, 2015, by and between the Registrant and AM145 Holdings LLC in the principal amount of $60,000 |
4.7** |
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Promissory Note dated July 28, 2014, by and between the Registrant and AM145 Holdings LLC in the principal amount of $175,000 |
4.8** |
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Promissory Note dated October 7, 2014, by and between the Registrant and AM145 Holdings LLC in the principal amount of $35,000 |
4.9** |
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Promissory Note dated December 31, 2013, by and between the Registrant and Grove Industries Ltd. in the principal amount of $250,000 |
4.10** |
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Form of Representative’s Warrant (included in Exhibit 1.1) |
5.1** |
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Opinion of Sichenzia Ross Friedman Ference LLP |
10.1** |
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2016 Equity Incentive Stock Plan |
10.2** |
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Employment Agreement, dated September 24, 2007, by and between the Registrant and Stewart Kantor |
10.3** |
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Intellectual Property Assignment Agreement, dated January 22, 2007, by and between the Registrant and Stewart Kantor |
10.4** |
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Employment Agreement, dated September 24, 2007, by and between the Registrant and Menashe Shahar |
10.5** |
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Intellectual Property Assignment Agreement, dated January 22, 2007, by and between the Registrant and Menashe Shahar |
10.6** |
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Employment Agreement, dated January 1, 2012, by and between the Registrant and Guy Simpson |
10.7** |
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Indemnification Agreement, dated October 1, 2007, by and between the Registrant and Stewart Kantor |
10.8** |
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Indemnification Agreement, dated October 1, 2007, by and between the Registrant and Menashe Shahar |
10.9** |
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Lease Agreement, dated November 11, 2013, between SCP-1, LP and the Registrant |
10.10** |
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Form of Stock Purchase Agreement by and among the Registrant and the Purchasers listed on the signature pages thereto, dated December __, 2015, for the sale of an aggregate of $750,000 in 10% Convertible Promissory Notes (the “Bridge Loan”) |
10.11** |
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Stock Purchase Agreement, by and among the Registrant, Choshen Israel Group and Menashe Shahar and Stewart Kantor dated October 1, 2007, as amended and assigned to Northmatic Limited |
10.12** |
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Stock Purchase Agreement by and between the Registrant and Menashe Shahar dated January 22, 2007 |
10.13** |
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Stock Purchase Agreement by and between the Registrant and Stewart Kantor dated January 22, 2007 |
10.14** |
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Stock Option Agreement dated January 1, 2012 by and between the Registrant and Guy Simpson |
10.15** |
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Stock Option Agreement dated December 1, 2013, by and between the Registrant and Bryan Wing |
10.16** |
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Stock Option Agreement dated April 3, 2014, by and between the Registrant and Robert Burchard |
10.17** |
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Stock Option Agreement dated April 3, 2014, by and between the Registrant and Joe Kleinbort |
10.18** |
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Loan Agreement dated November 1, 2014 by and between the Registrant and Grove Industries Ltd. for a loan in the amount of $210,000 |
10.19** |
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Loan Agreement dated April 1, 2015 by and between the Registrant, Pat Oberbillig and Nancy Kaster for a loan in the amount of $50,000 |
II-3
Exhibit Number |
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Description of Exhibit |
10.20** |
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Restated Development Agreement, dated July 12, 2012, by and between the Registrant and Lekha Wireless Solutions Pvt. Ltd. |
10.21* |
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Amendment to the Employment Agreement, dated September 24, 2007, by and between the Registrant and Stewart Kantor |
10.22* |
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Amendment to the Employment Agreement, dated September 24, 2007, by and between the Registrant and Menashe Shahar |
10.23* |
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Amendment to the Employment Agreement, dated January 1, 2012, by and between the Registrant and Guy Simpson |
23.1** |
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Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1) |
23.2** |
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Consent of Marcum LLP |
24.1** |
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Power of Attorney |
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* Filed herewith.
** Previously filed.
II-4