Registration
No. 333-251159
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Pre-effective
Amendment No. 1 to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ORBSAT
CORP
(Exact
name of registrant as specified in its charter)
| Nevada |
|
4813 |
|
65-0783722 |
| (State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
Number) |
18851
NE 29th Avenue, Suite 700
Aventura,
FL 33180
(305)-560-5355
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David
Phipps
Chief
Executive Officer
Orbsat
Corp.
18851
NE 29th Avenue, Suite 700
Aventura,
FL 33180
(305)-560-5355
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Ralph
V. De Martino, Esq.
Alec
Orudjev, Esq.
Schiff
Hardin LLP
901
K Street, NW, Suite 700
Washington,
DC 20001
Phone
(202) 778-6400
Fax: (202) 778-6460
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after this 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 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. [ ]
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, a 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 [ ] |
Accelerated filer [ ] |
| |
|
| Non-accelerated filer [ ] (Do not
check if a smaller reporting company) |
Smaller reporting company [X] |
| |
|
| |
Emerging growth 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, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
This
pre-effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-251159) of Orbsat Corp is being filed for
the sole purpose of filing Exhibit 5.1. Accordingly, Part I, the form of prospectus, has been omitted from this filing.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
Set
forth below is an estimate (except for registration fees, which are actual) of the approximate amount of each type of fees and
expenses listed below that were paid or are payable by us in connection with the issuance and distribution of the shares of common
stock to be registered by this registration statement. None of the expenses listed below are to be borne by any of the selling
stockholders named in the prospectus that forms a part of this registration statement.
| SEC registration fee | |
$ | 1,477 | |
| Printing and engraving expenses | |
| - | |
| Legal fees and expenses | |
| 16,000 | |
| Accounting fees and expenses | |
| 7,500 | |
| Transfer agent and registrar fees | |
| - | |
| Miscellaneous fees and expenses | |
| 1,000 | |
| Total | |
$ | 25,977 | |
Item
14. Indemnification of Directors and Officers
Neither
our articles of incorporation nor bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted
under the Nevada Revised Statutes (“NRS”). NRS Section 78.7502, provides that a corporation may indemnify any director,
officer, employee or agent of a corporation against expenses, including fees, actually and reasonably incurred by him in connection
with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim,
issue or matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except
an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses, including fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not
liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including amounts paid in settlement and fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted
in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The
court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Our
charter provides that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted
by the provisions of the NRS, as amended from time to time, subject to any permissible expansion or limitation of such indemnification,
as may be set forth in any stockholders’ or directors’ resolution or by contract. Any repeal or modification of these
provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability
of any of our directors or officers existing as of the time of such repeal or modification. We are also permitted to apply for
insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not
the NRS would permit indemnification.
Our
bylaws provide that a director or officer of the Company shall have no personal liability to the Company or its stockholders for
damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from
(a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends
in violation of section 78.3900 of the NRS as it may from time to time be amended or any successor provision thereto.
Item
15. Recent Sales of Unregistered Securities
On
May 31, 2017, the Company entered into separate subscription agreements with accredited investors relating to the issuance and
sale of $546,694 of shares of Series J Preferred Stock at a purchase price of $150.00 per share. Each share of Preferred Series
J is convertible into 0.4444 shares of the company’s common stock, each subject to adjustment for stock splits, stock dividends,
recapitalizations, combinations, subdivisions or other similar events, as subject to adjustment as set forth in the Series J certificate
of designation. The Company is prohibited from effecting a conversion of the Series J Preferred Stock to the extent that, as a
result of such conversion, the investor would beneficially own more than 4.99% of the number of shares of the Company’s
common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series
J Preferred Stock. Each Series J Preferred Stock entitles the holder to cast one vote per share of Series J Preferred Stock owned
as of the record date for the determination of shareholders entitled to vote, subject to the 4.99% beneficial ownership limitation.
In
connection with the Series J Offering, the Company obtained the consent of certain shareholders, as required under the agreements
entered into by the Company and issued shares pursuant to applicable anti-dilution obligations. The Company is required to issue
to certain prior investors of Series G Preferred Stock additional shares of Series G Preferred Stock, which would be convertible
into an aggregate of 17,247 shares of the Company’s common stock. However, in lieu of issuing such additional shares of
Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series K Preferred
Stock” and will issue to such holders of Series G Preferred Stock an aggregate of 25,870 shares of Series K Preferred Stock,
each of which shall be convertible into (100/150th)/15 shares of the Company’s common stock. In addition, in order to proceed
with the Series J Offering, the Company agreed to issue additional shares of Series F Preferred Stock and Series H Preferred Stock
to certain prior investors. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series H Preferred
Stock, the Company issued to such holders of Series F Preferred Stock and Series H Preferred Stock an aggregate of 46,789 shares
of Series K Preferred Stock, each of which are convertible into (100/150th)/15 shares of the Company’s common
stock, or 31,193 shares. In addition, certain creditors of the Company were also entitled to anti-dilution protection from issuances
and as a result such creditors were, at the closing of the Series J Offering, issued an aggregate of 5,117 shares of Series K
Preferred Stock convertible into 3,412 shares of common stock in full satisfaction of payments owed to them.
On
March 20, 2018, the Company issued 1,688 shares of its common stock, for rounding adjustments in regard to the 1 for 150 reverse
split, which further split on August 19, 2019 to 113, in regard to the 1 for 15 reverse split.
On
May 10, 2018, we issued 1,333 shares of our Series J Preferred Stock at their stated value of $150.04 per share to one investor,
for total proceeds of $200,000. Our Series J Preferred Stock is currently convertible to common stock at a price of $22.50 per
share and votes on an as-converted basis, subject to certain conversion limitations.
On
May 11, 2018, we designated a new series of Preferred Stock entitled “Series L Preferred Stock.” Our Series L Preferred
Stock consists of 6,667 shares with a stated value of $150.00 per share. Series L Preferred Stock is convertible to common stock
at a price of $60.00 per share and votes together with our common stock on an as-converted basis.
On
May 14, 2018, we issued a total of 2,000 Units to 3 investors at a price of $150.00 per Unit, for total proceeds of $300,000.
Each Unit consists of 1/15th share of Series L Preferred Stock and warrants to purchase 2/15th shares of common stock at a price
of $60.00, exercisable for three years.
The
following table describes the capital raised as described above:
| | |
Date | |
Units | | |
Stated
Value | | |
Total
Proceeds | | |
Common
Equivalents | | |
Anti-
Dilution
Issuances | | |
Warrant
Common
Equivalents | | |
Total
Common
Equivalents | |
| Preferred Series C | |
2/19/2015 | |
| 550,000 | | |
$ | 2.00 | | |
$ | 1,100,000 | | |
| 9,778 | | |
| 2,444 | | |
| – | | |
| 12,222 | |
| Preferred Series F | |
12/28/2015 | |
| 1,099,998 | | |
$ | 0.50 | | |
$ | 550,000 | | |
| 489 | | |
| 23,956 | | |
| – | | |
| 24,444 | |
| Preferred Series G | |
5/17/2016 | |
| 10,083,351 | | |
$ | 0.05 | | |
$ | 504,168 | | |
| 4,481 | | |
| 17,926 | | |
| – | | |
| 22,407 | |
| Preferred Series H | |
10/31/2016 | |
| 87,500 | | |
$ | 4.00 | | |
$ | 350,000 | | |
| 3,889 | | |
| 11,667 | | |
| – | | |
| 15,556 | |
| Preferred Series J | |
5/31/2017 | |
| 50,000 | | |
$ | 10.00 | | |
$ | 500,000 | | |
| 2,222 | | |
| – | | |
| – | | |
| 2,222 | |
| Preferred Series J | |
5/11/2018 | |
| 20,000 | | |
$ | 10.00 | | |
$ | 200,000 | | |
| 59 | | |
| – | | |
| – | | |
| 59 | |
| Preferred Series L | |
5/14/2018 | |
| 30,000 | | |
$ | 10.00 | | |
$ | 300,000 | | |
| 33 | | |
| – | | |
| 4,000 | | |
| 60 | |
On
May 14, 2019, we entered into a Convertible Note Purchase Agreement, for an aggregate $805,000. The note bears interest at a rate
of 6% per annum, has a term of three years and is convertible into 8,050,000 shares of our common stock, post-split.
On
August 27, 2019, the Company issued 1,283 shares of its common stock, for rounding adjustments in regard to the 1 for 15 reverse
split, as approved by FINRA on August 19, 2019.
On
August 21, 2020, the Company entered into a Note Purchase Agreement (the “NPA2”) by and among the Company and certain
lenders set forth on the lender schedule to the NPA2 (the “Lenders”). Pursuant to the terms of the NPA2, the Company
sold an aggregate principal amount of $933,000 of its convertible promissory notes (the “Notes”). The Notes are general,
unsecured obligations of the Company and bear simple interest at a rate of 6% per annum, and mature on the third anniversary of
the date of issuance (the “Maturity Date”), to the extent that the Notes and the principal amounts and any interest
accrued thereunder have not been converted into shares of the Company’s common stock. In the event that any amount due under
the Notes is not paid as and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding,
until paid. The Company may not pre-pay or redeem the Notes other than as required by the Agreement. The Note holders have an
optional right of conversion such that a Noteholder may elect to convert his Note, in whole or in part, outstanding as of such
time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined by dividing the
outstanding indebtedness by $0.20, subject to certain adjustments. This optional right of conversion is subject to a beneficial
ownership limitation of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving
effect to the share issuance upon conversion. The holders of the Notes are granted demand registration rights and pre-emptive
rights. In addition, the NPA2 includes customary events of default, including, among others: (i) non-payment of amounts due thereunder,
(ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency. Upon the occurrence of an event of default, a majority
of the Holders may accelerate the maturity of the Indebtedness. The closing of this offering took place on August 21, 2020.
Item
16. Exhibits and Financial Statement Schedules
(a)
Exhibits.
| Exhibits
|
|
Description |
| |
|
|
| 2.1 |
|
Agreement
and Plan of Merger dated March 28, 2014 (Incorporated by reference to Exhibit 2.1 to the Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2014) |
| |
|
|
| 2.2 |
|
Asset
Purchase Agreement dated December 10, 2014 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 16, 2014) (1) |
| |
|
|
| 2.3 |
|
Articles
of Merger (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 28, 2015) |
| |
|
|
| 2.4 |
|
Share
Exchange Agreement by and among Orbital Tracking Corp., Global Telesat Communications Ltd. and the Shareholders of Global
Telesat Communications Ltd. dated February 19, 2015 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on February 25, 2015) (2) |
| |
|
|
| 2.5 |
|
Agreement
and Plan of Merger by and between Orbital Tracking Corp. and Orbital Merger Sub, Inc., a wholly owned subsidiary of the Company,
dated July 26, 2019. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 1, 2019) |
| |
|
|
| 3.1 |
|
Articles
of Incorporation (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 2014) |
| |
|
|
| 3.2 |
|
Amended
and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 2014) |
| |
|
|
| 3.3 |
|
Certificate
of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014) |
| |
|
|
| 3.4 |
|
Certificate
of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 8, 2016) |
| |
|
|
| 3.5 |
|
Bylaws
(Incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 31, 2014) |
| |
|
|
| 3.6 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.5 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014) |
| |
|
|
| 3.7 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.6 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014) |
| |
|
|
| 3.8 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2014) |
| |
|
|
| 3.9 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2014) |
| |
|
|
| 3.10 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2015) |
| 3.11 |
|
Amendment
to Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (Incorporated
by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February
25, 2015) |
| |
|
|
| 3.12 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (Incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2016) |
| |
|
|
| 3.13 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (Incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016) |
| |
|
|
| 3.14 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock (Incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016) |
| |
|
|
| 3.15 |
|
Certificate
of Correction to Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (Incorporated
by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January
13, 2017) |
| |
|
|
| 3.16 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2017) |
| |
|
|
| 3.17 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2017) |
| |
|
|
| 3.18 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series L Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2018) |
| |
|
|
| 3.19 |
|
Certificate
of Amendment to Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (Incorporated by
reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017) |
| |
|
|
| 3.20 |
|
Certificate
of Amendment to Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (Incorporated by
reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017) |
| |
|
|
| 3.21 |
|
Certificate
of Amendment to Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (Incorporated by
reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017) |
| |
|
|
| 3.22 |
|
Certificate
of Amendment to Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock (Incorporated by
reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017) |
| |
|
|
| 3.23 |
|
Certificate
of Amendment to Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (Incorporated by
reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017) |
| |
|
|
| 3.24 |
|
Certificate
of Amendment to Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (Incorporated by
reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017) |
| |
|
|
| 3.25 |
|
Certificate
of Designation of Preferences, Rights and Limitations of Series L Convertible Preferred Stock (Incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2018) |
| |
|
|
| 3.26 |
|
Amended
and Restated Certificate of Designations for the Series E Preferred Stock,. (Incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2019). |
| |
|
|
| 3.27 |
|
Certificate
of Amendment to Certificate of Designations for Series E Preferred Stock. (Incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019). |
| 3.28 |
|
Certificate
of Amendment to Certificate of Designations for Series I Preferred Stock. (Incorporated by reference to Exhibit 3.2 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019). |
| |
|
|
| 3.29 |
|
Certificate
of Amendment to Certificate of Designations for Series L Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019). |
| |
|
|
| 3.30 |
|
Certificate
of Withdrawal of Certificate of Designations for Series A Preferred Stock. (Incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.31 |
|
Certificate
of Withdrawal of Certificate of Designations for Series B Preferred Stock. (Incorporated by reference to Exhibit 3.2 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.32 |
|
Certificate
of Withdrawal of Certificate of Designations for Series C Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.33 |
|
Certificate
of Withdrawal of Certificate of Designations for Series D Preferred Stock. (Incorporated by reference to Exhibit 3.4 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.34 |
|
Certificate
of Withdrawal of Certificate of Designations for Series F Preferred Stock. (Incorporated by reference to Exhibit 3.5 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.35 |
|
Certificate
of Withdrawal of Certificate of Designations for Series G Preferred Stock. (Incorporated by reference to Exhibit 3.6 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.36 |
|
Certificate
of Withdrawal of Certificate of Designations for Series H Preferred Stock. (Incorporated by reference to Exhibit 3.7 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.37 |
|
Certificate
of Withdrawal of Certificate of Designations for Series J Preferred Stock. (Incorporated by reference to Exhibit 3.8 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.38 |
|
Certificate
of Withdrawal of Certificate of Designations for Series E Preferred Stock. (Incorporated by reference to Exhibit 3.9 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.39 |
|
Certificate
of Withdrawal of Certificate of Designations for Series I Preferred Stock. (Incorporated by reference to Exhibit 3.10 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.40 |
|
Certificate
of Withdrawal of Certificate of Designations for Series L Preferred Stock. (Incorporated by reference to Exhibit 3.11 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019). |
| |
|
|
| 3.41 |
|
Articles
of Merger by and between Orbital Tracking Corp. and Orbital Merger Sub, Inc., a wholly owned subsidiary of the Company, dated
July 26, 2019. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 1, 2019). |
| 3.42 |
|
Certificate
of Change of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 13, 2019). |
| |
|
|
| 5.1 |
|
Legal opinion of Laxague Law Inc.* |
| |
|
|
| 10.1 |
|
Form
of Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 30, 2014) |
| |
|
|
| 10.2 |
|
2014
Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 21, 2014) + |
| |
|
|
| 10.3 |
|
Securities
Purchase Agreement by and between the Company and Auracana LLC dated January 21, 2014 (Incorporated by reference to Exhibit
10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2014) |
| |
|
|
| 10.4 |
|
Form
of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 17, 2014)
|
| 10.5 |
|
Form
of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 17, 2014) |
| |
|
|
| 10.6 |
|
Form
of Exchange Agreement (Note) (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 17, 2014) |
| |
|
|
| 10.7 |
|
Form
of Exchange Agreement (Unconverted Interest) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 17, 2014) |
| |
|
|
| 10.8 |
|
License
Agreement dated December 10, 2014 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 16, 2014) |
| |
|
|
| 10.9 |
|
Consulting
Agreement dated December 16, 2014 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 16, 2014) |
| |
|
|
| 10.10 |
|
Price
& Delivery Quote for the acceleration of Remote Telemetry capability and Simplex Data Services dated June 30, 2003 and
Globalstar Response to GTC’s Letter of Acceptance dated August 07, 2003 (Incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2014) |
| |
|
|
| 10.11 |
|
Agreement
by and between Globalstar LLC and Globalnet Corporation dated May 04, 2005 (Incorporated by reference to Exhibit 10.4 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2014)** |
| |
|
|
| 10.12 |
|
Assignment
and Assumption Agreement by and between Globalstar LLC, Globalnet Corporation and Global Telesat Corp. dated July 28, 2005
(Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 16, 2014) |
| |
|
|
| 10.13 |
|
Amendment
to the Agreement by and between Globalstar LLC and Globalnet Corporation dated May 04, 2005, dated August 16, 2006 (Incorporated
by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December
16, 2014) ** |
| |
|
|
| 10.14 |
|
Contract
No. GINC-C-11-0520 by and between Global Telesat Corp. and Globalstar, Inc., dated February 10, 2011 (Incorporated by reference
to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2014)** |
| 10.15 |
|
Form
of Strategic Consulting Agreement (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 16, 2014) |
| |
|
|
| 10.16 |
|
$122,536
Note issued February 19, 2015 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 25, 2015) (Incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on February 11, 2015) |
| |
|
|
| 10.17 |
|
Executive
Employment Agreement with David Phipps , dated June 14, 2018 (Incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on June 15, 2018)+ |
| |
|
|
| 10.18 |
|
Form
of Indemnification Agreement (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 11, 2015) |
| |
|
|
| 10.19 |
|
Form
of Subscription Agreement (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 11, 2015) |
| |
|
|
| 10.20 |
|
Form
of Registration Rights Agreement (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 11, 2015) |
| |
|
|
| 10.21 |
|
Consulting
Agreement by and between SpaceTao LLC and the Company, dated February 19, 2015 (Incorporated by reference to Exhibit 10.6
to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2015) |
| |
|
|
| 10.22 |
|
Purchase
and Transfer Agreement by and between Concentric Engineering LLC and the Company, dated February 19, 2015 (Incorporated by
reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February
11, 2015) |
| |
|
|
| 10.23 |
|
Mutual
Release Agreement by and between MJI Resources Corp. and the Company, dated February 19, 2015 (Incorporated by reference to
Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2015) |
| |
|
|
| 10.24 |
|
Form
of Strategic Consulting Agreement (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 16, 2014) |
| |
|
|
| 10.25 |
|
Employment
Agreement by and between Theresa Carlise and the Company, dated June 14, 2018 (Incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2018) + |
| |
|
|
| 10.26 |
|
Form
of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 30, 2015) |
| |
|
|
| 10.27 |
|
Form
of Note Purchase Agreement (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 30, 2015) |
| |
|
|
| 10.28 |
|
Form
of Note (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 30, 2015) |
| |
|
|
| 10.29 |
|
Placement
Agent Agreement by and between the Company and Chardan Capital Markets LLC (Incorporated by reference to Exhibit 10.5 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2015) |
| |
|
|
| 10.30 |
|
Form
of Lockup Agreement (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 30, 2015) |
| 10.31 |
|
Amendment
No. 1 to Employment Agreement by and between the Company and Theresa Carlise dated December 28, 2015 (Incorporated by reference
to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2015)
+ |
| |
|
|
| 10.32 |
|
Form
of Option Agreement (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 30, 2015) + |
| |
|
|
| 10.33 |
|
Executive
Employment Agreement by and between Orbital Tracking Corp. and David Phipps (Incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2016) + |
| |
|
|
| 10.34 |
|
Form
of Exchange Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 18, 2016) |
| |
|
|
| 10.35 |
|
Form
of Series I Issuance Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 1, 2016) |
| |
|
|
| 10.36 |
|
Form
of Option Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 6, 2017) + |
| |
|
|
| 10.37 |
|
Form
of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed with the Securities
and Exchange Commission on January 13, 2017) |
| |
|
|
| 10.38 |
|
Form
of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 1, 2017) |
| |
|
|
| 10.39 |
|
Issuance
Agreement for 66,977 shares of Series K Preferred Stock (Incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 1, 2017) |
| |
|
|
| 10.41 |
|
Form
of Option Agreement (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 1, 2017) + |
| |
|
|
| 10.42 |
|
Form
of Subscription Agreement - Series J Preferred Stock (Incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission
on May 10, 2018)
|
| 10.43 |
|
Form
of Subscription Agreement - Series L Preferred Stock (Incorporated by reference to Exhibit 10.2 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on May 10, 2018) |
| |
|
|
| 10.44 |
|
Form
of Warrant ((Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 10, 2018) |
| |
|
|
| 10.45 |
|
2018
Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 14, 2018) + |
| |
|
|
| 10.46 |
|
Executive
Employment Agreement by and between Orbital Tracking Corp. and David Phipps (Incorporated by reference to Exhibit 10.2 to
the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2018) + |
| |
|
|
| 10.47 |
|
Executive
Employment Agreement by and between Orbital Tracking Corp. and Theresa Carlise (Incorporated by reference to Exhibit 10.3
to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2018) + |
| |
|
|
| 10.48 |
|
Form
of Option Agreement (Incorporated by reference to Exhibit 10.49 to the Current Report on Form 10-K filed with the Securities
and Exchange Commission on March 29, 2019) |
| 10.49 |
|
Security
Purchase Agreement by and between Orbital Tracking Corp. and Power Up Ltd. dated January 14, 2019. (Incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2019). |
| |
|
|
| 10.50 |
|
Convertible
Promissory Note by and between Orbital Tracking Corp. and Power Up Ltd., dated January 14, 2019. (Incorporated by reference
to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2019). |
| |
|
|
| 10.51 |
|
Form
of Share Note Exchange Agreement by and between Orbital Tracking Corp and certain holders of the Company’s preferred
stock. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 6, 2019). |
| |
|
|
| 10.52 |
|
Form
of 6% Promissory Note dated April 30, 2019, by and between Orbital Tracking Corp and certain holders of the Company’s
preferred stock. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 6, 2019). |
| |
|
|
| 10.53 |
|
Note
Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement
dated May 13, 2019. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 15, 2019). |
| |
|
|
| 10.54 |
|
Amendment
to Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase
Agreement dated May 13, 2019. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 15, 2019). |
| |
|
|
| 10.55 |
|
Form
of Consulting Agreement with the Company, dated May 13, 2019. (Incorporated by reference to Exhibit 10.3 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on May 15, 2019). |
| |
|
|
| 21.1 |
|
Subsidiaries
of the Registrant (Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 29, 2019). |
| |
|
|
| 23.1 |
|
Consent of RBSM LLP (previously filed). |
| |
|
|
| 23.2 |
|
Consent of Laxague Law Inc. (included in Exhibit 5.1).
|
| |
|
|
| 24.1
|
|
Power of Attorney (set forth on the signature page hereof) |
| |
|
|
| (1) |
|
Schedules
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally
to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment
pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished. |
*
Filed herewith.
**
A redacted version of this exhibit was previously filed. An un-redacted version of this Exhibit has been separately filed with
the Commission pursuant to an application for confidential treatment. The confidential portions of the Exhibit have been omitted
and are marked by an asterisk.
***
To be filed by Amendment.
+
Management contract or compensatory plan or arrangement.
Item
17. Undertakings.
(a)
The undersigned 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) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(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;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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 under the Securities Act to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
(b)
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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1, to
be signed on its behalf by the undersigned, thereunto duly authorized, in Aventura, Florida, on the 14th day of December 2020.
| |
ORBSAT CORP. |
| |
|
|
| |
By: |
/s/
David Phipps |
| |
|
David Phipps |
| |
|
Chief Executive Officer |
| |
|
|
| |
By: |
/s/
Thomas Seifert |
| |
|
Thomas Seifert |
| |
|
Chief Financial Officer |
| |
|
(Principal Financial Officer and Principal Accounting
Officer) |
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 date indicated.
| /s/
David Phipps |
|
Director,
Chairman Chief Executive Officer |
|
December 14, 2020 |
| David Phipps |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Thomas Seifert |
|
Chief Financial Officer |
|
December 14, 2020 |
| Thomas Seifert |
|
(Principal
Financial Officer and Principal Accounting |
|
|
| |
|
Officer) |
|
|
| |
|
|
|
|
| /s/
Hector Delgado |
|
Director |
|
December 14, 2020 |
| Hector Delgado |
|
|
|
|
