Registration of Additional Securities (up to 20%) (s-1mef)
May 10 2018 - 9:11AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 10, 2018
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Amedica
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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3841
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84-1375299
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(IRS
Employer
Identification
No.)
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1885
West 2100 South
Salt
Lake City, UT 84119
(801)
839-3500
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
B.
Sonny Bal, MD
President
and Chief Executive Officer
Amedica
Corporation
1885
West 2100 South
Salt
Lake City, UT, 84119
(801)
839-3500
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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with
copies to:
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David
F. Marx
Michael
R. Newton
Dorsey
& Whitney LLP
111
South Main Street, Suite 2100
Salt
Lake City, UT 84111
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Barry
I. Grossman
Sarah
E. Williams
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, NY 10105
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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. [X] (333-223032)
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 [ ]
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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 [X]
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Emerging
growth company [X]
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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 Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Proposed Maximum
Aggregate Offering
Price (1)
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Amount of
Registration Fee (5)
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Units consisting of shares of Series B Preferred Stock, par value $0.01 per share, and Warrants to purchase shares of Common Stock, par value $0.01 per share
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$
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2,500,000
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$
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311.25
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Series B Preferred Stock included as part of the Units
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Included with
Units above
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—
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Warrants to purchase shares of Common Stock included as part of the Units (2)
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Included with
Units above
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—
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Common Stock issuable upon conversion of the Series B Preferred Stock (3)(4)
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—
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—
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Common Stock issuable upon exercise of the Warrants (4)
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$
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2,500,000
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$
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311.25
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Total
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$
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5,000,000
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$
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622.50
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(1)
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Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as
amended (the “Act”).
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(2)
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Pursuant
to Rule 457(g) of the Act, no separate registration fee is required for the Warrants because the Warrants are being registered
in the same registration statement as the Common Stock of the Registrant issuable upon exercise of the Warrants.
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(3)
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Pursuant
to Rule 457(i) of the Act, no separate registration fee is required for the Common Stock issuable upon conversion of the Series
B Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege.
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(4)
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In
addition to the shares of Common Stock set forth in this table, pursuant to Rule 416 under the Act, this registration statement
also registers such indeterminate number of shares of Common Stock as may become issuable upon conversion or exercise of these
securities as the same may be adjusted as a result of stock splits, stock dividends, recapitalizations or other similar transactions.
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(5)
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Calculated
pursuant to Rule 457(o) based on an estimate of the total proposed maximum aggregate offering price.
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This
Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY
NOTE
This
462(b) Registration Statement relates to the public offering of Units (the “Offering”) contemplated by the Registration
Statement on Form S-1 (File No. 333-223032), as amended, which was initially filed with the Securities and Exchange Commission
(the “SEC”) on February 14, 2018, and which, as amended, was declared effective by the SEC on May 10, 2018 (the “Prior
Registration Statement”). This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, for the purposes of registering additional securities of the same class as were included in the Prior
Registration Statement, representing an increase in the maximum aggregate offering price by $5,000,000. The contents of the Prior
Registration Statement and all exhibits thereto are hereby incorporated by reference.
The
required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah on May 10, 2018.
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AMEDICA
CORPORATION
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By:
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/s/
B. Sonny Bal
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B.
Sonny Bal, M.D.
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Chief
Executive Officer and President
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE
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TITLE
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DATE
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/s/
B. Sonny Bal
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B.
Sonny Bal, M.D.
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Chief
Executive Officer and Director
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May
10, 2018
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(Principal
Executive Officer and Principal Financial Officer)
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*
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David
W. Truetzel
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Director
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May
10, 2018
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*
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Jeffrey
S. White
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Director
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May
10, 2018
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*
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Eric
A. Stookey
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Director
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May
10, 2018
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*
By:
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/s/
B. Sonny Bal
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B.
Sonny Bal, M.D.
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Attorney-in-Fact
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