Filed Pursuant to Rule 424(b)(3)
Registration No. 333-182077
PROSPECTUS
Star Scientific,
Inc.
10,835,254 Shares of Common Stock
This prospectus covers the offer
and sale by the selling stockholders identified in this prospectus of up to 10,835,254 shares of common stock, $0.0001 par value
per share, of Star Scientific, Inc., a Delaware corporation. Of this amount, 4,200,000 are issuable upon the exercise of warrants
to purchase shares of our common stock that were sold by us in a private placement on December 22, 2011, and 6,225,254 are issuable
upon the exercise of warrants to purchase shares of our common stock that were sold by us in private placements on February 28,
2012 in which we sold 410,000 shares of common stock and 410,000 warrants to purchase common stock, and 5,815,254 warrants to purchase
common stock upon the exercise for cash of previously issued warrants. We are not selling any common stock under this prospectus
and will not receive any of the proceeds from the sale or other disposition of shares by the selling stockholders. We will, however,
receive proceeds from any warrants exercised, which are exercisable for cash.
The selling stockholders or their
pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the shares of common stock described in
this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. The selling stockholders will bear all commissions and discounts, if any, attributable
to the sales of shares. We will bear all other costs, expenses and fees in connection with the registration of the shares. See
“Plan of Distribution” beginning on page 5 for more information about how the selling stockholders may sell or dispose
of their shares of common stock.
Our common stock is traded
on the Nasdaq Global Market under the symbol “CIGX.” On June 27, 2012, the closing price of one share of our common
stock on the Nasdaq Global Market was $4.61 per share.
Investing in our securities involves
risk. See “Risk Factors” beginning on page 3 of this prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June
28, 2012
TABLE OF CONTENTS
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Page
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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ii
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PROSPECTUS SUMMARY
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1
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RISK FACTORS
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3
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USE OF PROCEEDS
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3
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SELLING STOCKHOLDERS
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3
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PLAN OF DISTRIBUTION
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5
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LEGAL MATTERS
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6
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EXPERTS
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6
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INCORPORATION BY REFERENCE
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7
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WHERE YOU CAN FIND MORE INFORMATION
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7
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EX-5.1
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EX-23.2
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ABOUT THIS PROSPECTUS
This prospectus is a part of a
registration statement that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process.
Under this shelf registration process, certain selling stockholders may from time to time sell the shares of common stock described
in this prospectus in one or more offerings.
We have not authorized any dealer,
salesperson or other person to give any information or to make any representation other than those contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation
not contained or incorporated by reference in this prospectus or any accompanying prospectus supplement as if we had authorized
it. This prospectus and any accompanying prospectus supplements do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the registered securities to which they relate, nor does this prospectus and any accompanying
prospectus supplements constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus and any accompanying prospectus supplement is correct on any date after their respective dates, even
though this prospectus or any prospectus supplement is delivered or securities are sold on a later date.
References to “Star,”
“we,” “our,” “our company” or “us” in this prospectus mean Star Scientific, Inc.
and its consolidated subsidiaries, Star Tobacco, Inc. and Rock Creek Pharmaceuticals, Inc., unless the context suggests otherwise.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents
incorporated by reference contain certain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. We have tried, whenever possible, to identify these forward-looking statements using words such as “anticipates,”
“believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,”
“potential,” “projects,” “will,” “expects,” “plans,” “intends”
and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. These statements reflect
our current beliefs and are based on information currently available to us. Accordingly, such forward-looking statements involve
known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ
materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include,
without limitation, the challenges inherent in new product development initiatives through Rock Creek and Star Tobacco, the uncertainties
inherent in the progress of scientific research, our ability to raise additional capital in the future that is necessary to maintain
our business, potential disputes concerning our intellectual property, risks associated with litigation regarding such intellectual
property, uncertainties associated with the development, testing and regulatory approvals of our dietary supplement products, pharmaceutical
products and low-TSNA tobacco products, market acceptance of our dietary supplements, pharmaceutical products, smokeless tobacco
products, competition from companies with greater resources than us and our dependence on key employees.
Forward-looking statements reflect our management’s
expectations or predictions of future conditions, events or results based on various assumptions and management’s estimates
of trends and economic factors in the markets in which we are active, as well as our business plans. They are not guarantees of
future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and
financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking
statements. There are a number of factors that could cause actual conditions, events or results to differ materially from those
described in the forward-looking statements contained in this prospectus and the documents incorporated by reference.
See an additional discussion under
“Risk Factors” beginning on page 3 of this prospectus, and other factors detailed from time to time in our other filings
with the Securities and Exchange Commission, or SEC. These forward-looking statements are representative only as of the date they
are made, and we undertake no obligation to update any forward-looking statement as a result of new information, future events
or otherwise.
PROSPECTUS SUMMARY
The information contained in
or incorporated by reference into this prospectus summarizes certain information about our company. It may not contain all of the
information that is important to you. To understand this offering fully, you should read carefully the entire prospectus, including
“Risk Factors,” and the other information incorporated by reference into this prospectus.
OUR COMPANY
We are a technology-oriented company with a mission to promote
maintenance of a healthy metabolism and to reduce the harm associated with the use of tobacco at every level. Over the last several
years, through our Rock Creek subsidiary, we have been engaged in:
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the development, manufacture, sale and marketing of
two nutraceutical, dietary supplements designed to promote the maintenance of a healthy metabolism: Anatabloc®, for anti-inflammatory
support, and CigRx®, our tobacco alternative; and
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the development of other nutraceutical, dietary supplements
and pharmaceutical products, particularly products that have a botanical-based component and that are designed to treat a range
of neurological conditions, including Alzheimer’s disease, Parkinson’s disease, schizophrenia, depression and tobacco
dependence.
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We also have continued our prior efforts relating to:
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the development, implementation and licensing of the
technology behind our proprietary StarCured® tobacco curing process, which substantially prevents the formation of carcinogenic
toxins present in tobacco and tobacco smoke, primarily the tobacco-specific nitrosamines, or TSNAs;
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the manufacture, sale, marketing and/or development
of very low-TSNA dissolvable smokeless tobacco products that carry enhanced warnings beyond those required by the Family Smoking
Prevention and Tobacco Control Act, or FDA Tobacco Act, including ARIVA® compressed powdered tobacco cigalett® pieces
and STONEWALL Hard Snuff®, and modified risk tobacco products.
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Since the incorporation of Rock Creek in
2007, we have been focused on utilizing certain alkaloids found in the tobacco plant and in other members of the Solanacea family
of plants, such as potatoes, tomatoes and eggplants, initially to address issues related to the desire to smoke or use other traditional
tobacco products. More recently, we have been focusing on the anti-inflammatory aspects of one of those alkaloids, anatabine. We
believe our research and development efforts relating to the anatabine alkaloid has positioned us to utilize our technology to
develop a range of non-nicotine dietary supplements and related pharmaceutical products that could be beneficial in maintaining
a healthy metabolism and in treating a variety of diseases and conditions.
Since the 1990s, we also have sought to
develop processes and products that significantly reduce the levels of toxins, principally TSNAs, in tobacco compared to traditional
smoked and smokeless tobacco products. Our development of technology for reducing TSNA levels led us to focus on the development
of tobacco-based pharmaceutical products and the non-nicotine dietary supplements that we are pursuing through Rock Creek. Given
our long-term focus on reducing the levels of toxins in tobacco and the harm associated with tobacco use, we believe our proprietary
technology designed to reduce the harm associated with tobacco use enables us to cure tobacco and develop tobacco-based products
with the lowest TSNA levels in the tobacco industry and that, as a result, we are uniquely positioned to pursue a range of very-low
TSNA tobacco products, including products designated as “modified risk products” under the FDA Tobacco Act, and licensing
opportunities related to such products and underlying technology.
THE OFFERING
This prospectus covers the offer and sale
by the selling stockholders identified in this prospectus of up to 10,835,254 shares of our company’s common stock, $0.0001
par value per share, or common stock, which we refer to as the “Offering.” Of this amount, 4,200,000 shares of common
stock are issuable upon exercise of warrants to purchase common stock issued by us on December 22, 2011, in a private placement
that was exempt from the registration requirements of the federal and state securities laws, in which we sold to a selling stockholder
named in this prospectus an aggregate of 4,200,000 warrants to purchase common stock, or the December 22 Warrants. We refer to
this private placement as the “December 22 Private Placement.” Additionally, the remaining 6,635,254 shares of common
stock in the Offering were issued by us on February 28, 2012, in private placements that were exempt from the registration
requirements of the federal and state securities laws, in which we sold to the selling stockholder named in this prospectus an
aggregate of 5,815,254 warrants to purchase common stock as consideration for the exercise of previously issued warrants for cash,
or the First February 28 Warrants, and an aggregate of 410,000 shares of common stock, or the Shares, and 410,000 warrants to
purchase common stock, or the Second February 28 Warrants. We refer to these private placements collectively as the “February
28 Private Placements.” We collectively refer to (i) the December 22 Warrants, First February 28 Warrants and Second February
28 Warrants as the “Warrants.” Further information about the (i) December 22 Private Placement and (ii) February 28
Private Placements, can be found in our current reports on Form 8-K filed with the SEC on December 28, 2011 and February 29, 2012,
respectively. We are also registering for resale any additional shares of common stock which may become issuable by reason of
any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration which
results in an increase in the number of outstanding shares of common stock.
The December 22 Agreement, First February 28 Agreement and
Second February 28 Agreement
On December 22, 2011, we entered
into a Securities Purchase and Registration Rights Agreement, or the December 22 Agreement, with an accredited investor, or the
December 22 Investor, who held previously issued warrants for 4,200,000 shares of our common stock with an exercise price of $1.50
per share, or the December 22 Prior Warrants. Pursuant to the December 22 Agreement, in order to induce the December 22 Investor
to immediately exercise the December 22 Prior Warrants, we sold to the December 22 Investor the December 22 Warrants, which have
an exercise price of $2.32 per share, as consideration for the December 22 Investor’s immediate and full exercise of the
December 22 Prior Warrants whereby the December 22 Investor purchased 4,200,000 shares of our common stock for gross proceeds to
our company of $6,300,000. The December 22 Warrants are exercisable immediately and expire on December 22, 2016.
On February 28, 2012, we entered
into a Securities Purchase Agreement and Registration Rights Agreement, or the First February 28 Agreement, with an accredited
investor, or the February 28 Investor, who held previously issued warrants for 3,260,869 shares of our common stock with an exercise
price of $2.00 per share and 2,554,385 shares of our common stock with an exercise price of $1.50 per share, or the February 28
Prior Warrants. Pursuant to the First February 28 Agreement, in order to induce the February 28 Investor to immediately exercise
the February 28 Prior Warrants, we sold to the February 28 Investor the First February 28 Warrants, which have an exercise price
of $4.05 per share, as consideration for the February 28 Investor’s immediate and full exercise of the February 28 Prior
Warrants whereby the February 28 Investor purchased 5,815,254 shares of our common stock for gross proceeds to our company of $10,353,315.
The First February Warrants are exercisable immediately and expire on February 28, 2017.
Additionally, on February 28, 2012, we entered
into a Securities Purchase and Registration Rights Agreement, or the Second February 28 Agreement, with the February 28 Investor
to sell the Shares at $4.05 per share and the Second February 28 Warrants, at an exercise price of $4.05 per share. The sale of
the Shares and the Second February 28 Warrants resulted in gross proceeds to our company of $1,660,500. The Second February 28
Warrants are first exercisable on August 28, 2012 and expire on August 28, 2017.
The offerings referred to above
were made only to an accredited investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities
Act of 1933, as amended, or the Securities Act. Our company relied on the exemption from the registration requirements of the Securities
Act set forth in Section 4(2) thereof and the rules and regulations promulgated thereunder.
Additionally, pursuant to the
December 22 Agreement, First February 28 Agreement and Second February 28 Agreement, we respectively agreed to register the resale
of the Shares and the shares of common stock issuable upon exercise of the Warrants. This prospectus covers the resale by the selling
stockholders of up to 10,835,254 shares of our common stock, the aggregate number of shares of our common stock represented by
the Shares and the shares of our common stock issuable upon the exercise of the Warrants. We have agreed to keep the registration
statement effective until such date that is the earlier of (i) the date as of which the Shares and all of the shares of common
stock underlying the Warrants are eligible to be sold without restriction pursuant to Rule 144 (or any successor rule thereto)
under the Securities Act and (ii) the date when the Shares and all of the shares of common stock underlying the Warrants offered
hereby are sold. The selling stockholders may sell all, some or none of their shares in this Offering. See “Plan of Distribution”
beginning on page 5 of this prospectus. On June 7, 2012, the last reported sale price of the common stock on the Nasdaq Global
Market was $3.84 per share.
RISK FACTORS
An investment in our common stock
involves significant risks. You should carefully consider and evaluate all of the information included and incorporated by reference
in this prospectus, including the risk factors incorporated herein by reference from “Item 1A. Risk Factors” of
our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 15, 2012, and as further
updated by our subsequent Exchange Act filings we file with the SEC after the date of this prospectus and that are, in each case,
incorporated by reference herein. Any of these risks could materially and adversely affect our business, results of operations
and financial condition, which in turn could materially and adversely affect the price of our common stock and the value of your
investment in our common stock.
USE OF PROCEEDS
We will not receive any proceeds
from the sale by the selling stockholders of the shares of common stock offered by this prospectus. We will pay all expenses of
the registration and sale of the shares of common stock, other than selling commissions and fees, stock transfer taxes and fees
and expenses, if any, of counsel or other advisors to the selling stockholders. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. However, 10,425,254 shares of common stock offered by this prospectus are issuable in the future upon the exercise
of the Warrants, which are exercisable for cash. If the Warrants are fully exercised, we will receive gross cash gross proceeds
of $34,956,287.70. We expect to use the proceeds from the exercise of the Warrants, if any, for general corporate purposes.
SELLING STOCKHOLDERS
Throughout this prospectus, when
we refer to: (i) the shares of our common stock being registered for resale on behalf of the selling stockholders, we are
collectively referring to (a) the Shares, which represent the 410,000 newly issued shares of our common stock purchased by the
selling stockholder in connection with the February 28 Private Placement and (b) the shares of our common stock underlying
the Warrants, which represent 10,425,254 shares of our common stock that may be purchased upon exercise by the selling stockholders
of newly issued Warrants collectively purchased by the selling stockholders in connection with the December 22 Agreement, First
February 28 Agreement and Second February 28 Agreement and (ii) the Offering, we are referring to the selling stockholders’
resale of the Shares and the 10,425,254 shares of our common stock issuable upon exercise of the Warrants. When we refer to the
selling stockholders in this prospectus, we are collectively referring to the December 22 Investor and the February 28 Investor
as identified in the table below.
The December 22 Private Placement
and the February 28 Private Placements were exempt from the registration requirements of the Securities Act set forth in Section 4(2)
thereof and the rules and regulations promulgated thereunder. The December 22 Private Placement and the February 28 Private Placements
were made only to an accredited investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities
Act, who represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection
with any distribution thereof. The selling stockholders have not had any position, office or material relationship with us within
the past three years other than as stockholders. In satisfaction of our obligations under the December 22 Agreement, the First
February 28 Agreement and the Second February 28 Agreement, the registration statement, of which this prospectus is a part, registers
the resale of the Shares and the 10,425,254 shares of our common stock underlying the Warrants, in each case, acquired by the selling
stockholders pursuant to the December 22 Agreement, the First February 28 Agreement and the Second February 28 Agreement.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. Beneficial
ownership includes shares over which the indicated beneficial owner exercises voting or investment power. Unless otherwise
noted, each person or group identified possesses sole voting and investment power with respect to shares, subject to
community property laws where applicable. Shares of common stock subject to warrants or options that are currently
exercisable or will become exercisable within 60 days are deemed outstanding for computing the percentage ownership of
the person holding the warrants or options but are not deemed outstanding for computing the percentage ownership of any other
person. In calculating the percentage of shares beneficially owned by the selling stockholders after the Offering, we have
based our calculations on 145,834,158 shares of common stock, the number of shares of our common stock deemed outstanding as
of June 7, 2012.
The following table sets forth
the (i) name of the selling stockholders, (ii) number of shares beneficially owned by the selling stockholders prior
to and after the Offering, (iii) number of shares that may be offered under this prospectus by the selling stockholders and (iv)
percentage of shares of our common stock beneficially owned by the selling stockholders assuming all of the shares covered hereby
are sold. The number of shares in the column “Number of Shares Being Offered” represents all of the shares of our common
stock that the selling stockholders may offer under this prospectus, and assumes the sale of all the Shares and the full cash exercise
of all the Warrants held by the selling stockholders for shares of our common stock. The selling stockholders may sell some, all
or none of their shares. We do not know how long the selling stockholders will hold the shares before selling them, and we currently
have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any
of the shares. The shares covered hereby may be offered from time to time by the selling stockholders. The information is based
on information provided by or on behalf of the selling stockholders. Information concerning the selling stockholders may change
from time to time and any changed information will be set forth in supplements to this prospectus if and when necessary. In addition,
the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at
any time or from time to time since the date on which they provided the information, all or a portion of the shares of common stock
beneficially owned by the selling stockholders in transactions exempt from the registration requirements of the Securities Act.
Based on the information provided to us, (i) the selling stockholders purchased their portion of the Shares, Warrants and
shares of our common stock issuable upon exercise of the Warrants, as applicable, for investment purposes and for their own account
and not for resale or with a view towards distribution thereof and (ii) at the time of the purchase of the Shares and Warrants,
the selling stockholders had no agreement or understanding, directly or indirectly, with any person to distribute the Shares, Warrants
or any shares of common stock acquired upon the exercise of the Warrants.
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Shares of Common Stock
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Shares Beneficially Owned
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Beneficially Owned Prior to the
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Number of Shares
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After the Offering(2)
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Selling Stockholders(1)
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Offering
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Being Offered
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Number
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Percentage (%)
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John McKeon and affiliates
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16,715,254
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10,835,254
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6,290,000
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4.31
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(1)
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Unless otherwise noted, the address for the above stockholders is c/o Star Scientific, Inc., 4470 Cox Road, Glen Allen, Virginia 23060.
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(2)
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The “Percentage Owned” calculations are based on the outstanding shares of common stock as of June 7, 2012.
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(3)
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Includes 5,450,000 shares of common stock and 5,815,254 shares currently issuable upon the exercise of the First February 28 Warrants held by Mr. McKeon. Does not include 410,000 shares that will become issuable upon the exercise of the outstanding Second February 28 Warrants held by Mr. McKeon which are first exercisable on August 28, 2012. Also includes 1,250,000 shares of common stock and 4,200,000 shares currently issuable upon the exercise of the December 22 Warrants held by JMB LLC. Mr. McKeon is President of JMB LLC and has voting and investment power of the shares and warrants owned by JMB LLC. The warrants described herein are subject to contractual restrictions which would prevent Mr. McKeon or JMB LLC from exercising the warrant to the extent that such exercise would cause Mr. McKeon and JMB LLC and any of their affiliates to collectively become the beneficial owner of more than 4.99% of the company’s common stock.
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PLAN OF DISTRIBUTION
The selling stockholders and any
of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise
dispose of any or all of their Shares and shares of common stock issuable upon the exercise of the Warrants on any stock exchange,
market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices,
at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined
at the time of sale, or at negotiated prices. The selling stockholders may use one or more of the following methods when disposing
of the Shares or shares of common stock issuable upon exercise of the Warrants:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange or market distribution in accordance with the rules of the applicable exchange or market;
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privately negotiated transactions;
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settlement of short sales;
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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in the over the counter market;
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through options, swaps or derivatives;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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The selling stockholders may also sell shares
under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the
selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts
to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types
of transactions involved.
The selling stockholders may from
time to time pledge or grant a security interest in some or all the shares of common stock respectively owned by them and, if the
selling stockholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus.
The selling stockholders and any
broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters”
within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.
The selling stockholders have
advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers
regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with
a proposed sale of shares of common stock by the selling stockholders. If we are notified by the selling stockholders that any
material arrangement has been entered into with an underwriter or a broker-dealer for the sale of shares of common stock, if required,
we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common
stock, they will be subject to the prospectus delivery requirements of the Securities Act.
We have agreed to keep the registration
statement effective until such date that is the earlier of (i) the date as of which all of the Shares and shares of common
stock underlying the Warrants are eligible to be sold without restriction pursuant to Rule 144 (or any successor rule thereto)
under the Securities Act or (ii) the date when all of the Shares and shares of common stock underlying the Warrants offered
hereby are sold. The selling stockholders may sell all, some or none of their shares in this Offering.
We are required to pay certain
fees and expenses incurred incident to the registration of the shares. We have agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares of
common stock offered by this prospectus has been passed upon for us by Robert E. Pokusa Esq., General Counsel and Secretary of
the Company. Mr. Pokusa is the beneficial holder of 302,058 shares of our common stock.
EXPERTS
Cherry, Bekaert & Holland,
L.L.P., our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual
Report on Form 10-K, for the year ended December 31, 2011, filed on March 15, 2012, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference
in reliance on their report given upon their authority as experts in accounting and auditing.
INCORPORATION BY REFERENCE
We have elected to “incorporate by reference” certain
information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you
to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This
prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on March 15, 2012;
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our Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed on May 10, 2012;
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our Current Reports on Form 8-K, filed on February 29, 2012 and April 9, 2012; and
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the description of our common stock as set forth in our Registration Statement on Form 8-A12B/A, filed on June 21, 2001.
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We are also incorporating by reference
all other reports that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act between the
date of this prospectus and the termination of the Offering (other than any information that is not deemed filed under the Exchange
Act). To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to,
rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference in this prospectus.
To receive a free copy of any
of the documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by
reference in those documents, call or write to Star Scientific, Inc., Attention: Investor Relations, 4470 Cox Road, Suite 110,
Glen Allen, VA 23060 (telephone number is (804) 527-1970). The information relating to us contained in this prospectus does
not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed
to be incorporated by reference in this prospectus. Any statement contained in this prospectus or in a document incorporated by
reference into, or deemed to be incorporated by reference into, this prospectus shall be deemed to be modified or superseded, for
purposes of this prospectus, to the extent that a statement contained in any other subsequently filed document which also is incorporated
by reference into, or is deemed to be incorporated by reference into, this prospectus modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information
requirements of the Exchange Act and we therefore file periodic reports, proxy statements and other information with the SEC relating
to our business, financial statements and other matters. The reports, proxy statements and other information we file may be inspected
and copied at prescribed rates at the Securities and Exchange Commission’s Public Reference Room located at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of the Securities and Exchange Commission’s Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy statements
and other information regarding issuers like us that file electronically with the SEC. The address of the SEC Internet site is
www.sec.gov. You may also view our filings with the SEC on our internet site at www.starscientific.com. The information on our
website is not incorporated by reference into this prospectus.
This prospectus constitutes part
of a registration statement on Form S-3 filed under the Securities Act with respect to the securities. As permitted by the SEC’s
rules, this prospectus omits some of the information, exhibits and undertakings included in the registration statement. You may
read and copy the information omitted from this prospectus but contained in the registration statement, as well as the periodic
reports and other information we file with the SEC, at the public reference facilities maintained by the SEC in Washington, D.C.
Statements contained in this prospectus
as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy
of the contract or document filed or incorporated by reference as an exhibit to the registration statement or as an exhibit to
our Exchange Act filings, each such statement being qualified in all respects by such reference.
STAR SCIENTIFIC, INC.
10,835,254 SHARES OF COMMON STOCK
PROSPECTUS
You should rely only on the
information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. Neither we nor the selling stockholders are making an offer of these securities
in any state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement
or document incorporated by reference is accurate as of any date other than the date on the front of the relevant document.
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