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Msg  6494 of 6538  at  5/26/2021 5:27:26 PM  by

amotewm11


Securities Registration Statement (s-1/a)

 
Securities Registration Statement (s-1/a)
May 26 2021 - 04:33PM
Edgar (US Regulatory)

As submitted to the Securities and Exchange Commission on May 26, 2021

Registration No. 333-238883

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 4 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KRAIG BIOCRAFT LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Wyoming 7372

83-0459707

(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

2723 South State St. Suite 150

Ann Arbor, Michigan 48104

Tel. (734) 619-8066

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kim Thompson, CEO

Kraig Biocraft Laboratories, Inc.

2723 South State St., Suite 150, Ann Arbor, Michigan 48104

(734) 619-8066

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Louis Taubman, Esq.
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor
New York, NY 10018
(917) 512-0827

Barry I. Grossman, Esq.

Sarah E. Williams, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas
New York, New York 10105

(212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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. (Check one):

Large accelerated filer[ ]Accelerated filer[ ]
Non-accelerated filer[X]Smaller reporting company[X]
Emerging growth company[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee(1)
Units consisting of shares of Class A Common Stock, no par value, and warrants to purchase shares of Class A Common Stock, no par value $11,500,000(3) $1,492.70
Class A Common Stock included as part of the Units (2) - -
Warrants to purchase Class A Common Stock included as part of the Units (2)(4) - -
Class A Common Stock underlying the Warrants(2) $11,500,000 $1,492.70
Representative’s Warrants(4)(5) - -
Class A Common Stock underlying Representative’s Warrants (5) $1,012,000 131.36
Total $24,012,000 $3,116.76(6)
(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. Includes shares of Class A common stock and/or warrants to purchase shares of Class A common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(2)In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of stock splits or stock dividends which occur during this continuous offering.
(3)Equal to $10,000,000 of the Units to be offered by us plus the underwriter’s option to purchase up to an additional 15% of the total number of Units offered by us, or up to an additional $1,500,000 of shares of Class A common stock and/or warrants to purchase shares of Class A common stock at the public offering price, less underwriting discounts, to cover over-allotments, if any, within 45 days after the date of this prospectus.
(4)No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.
(5)Upon the closing this offering, the Registrant will issue to Maxim Group, LLC (“Maxim”) warrants to purchase a number of shares of Class A common stock equal to 8% of the total number of securities sold in this offering (the “Representative’s Warrants”). The exercise price of the Representative’s Warrants is equal to 110% of the offering price of the Class A common stock offered hereby. The Representative’s Warrants are exercisable upon the 6-month anniversary of the date of effectiveness of this Registration Statement and will terminate 5-years after the date of effectiveness of this Registration Statement. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s Warrants is $5.775, which is equal to 110% of $800,000 (8% of $10,000,000).
(6)$3,116.76 was previously paid.

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 such Section 8(a), may determine.



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