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Natcore Technology Inc. – IPO: ‘F-1/A’ on 4/23/15

On:  Thursday, 4/23/15, at 9:58am ET   ·   Accession #:  1464623-15-10   ·   File #:  333-202600

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  As Of                Filer                Filing    For·On·As Docs:Size

 4/23/15  Natcore Technology Inc.           F-1/A                 31:8.3M

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.99M 
                          of a Foreign Private Issuer                            
 9: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    343K 
                          Liquidation or Succession                              
11: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    187K 
13: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     26K 
22: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     23K 
14: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     26K 
15: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     25K 
16: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     25K 
17: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     31K 
18: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     28K 
19: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     25K 
20: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     28K 
21: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     27K 
 2: EX-5.1      Opinion re: Legality                                HTML     14K 
10: EX-10       Material Contract                                   HTML     17K 
 7: EX-10.1     Material Contract                                   HTML     56K 
30: EX-10.10    Material Contract                                   HTML     17K 
28: EX-10.11    Material Contract                                   HTML    106K 
 6: EX-10.12    Material Contract                                   HTML     14K 
29: EX-10.13    Material Contract                                   HTML    183K 
31: EX-10.14    Material Contract                                   HTML     22K 
 3: EX-10.15    Material Contract                                   HTML     68K 
 8: EX-10.2     Material Contract                                   HTML    120K 
12: EX-10.4     Material Contract                                   HTML     62K 
23: EX-10.5     Material Contract                                   HTML     13K 
24: EX-10.6     Material Contract                                   HTML     43K 
25: EX-10.7     Material Contract                                   HTML    158K 
26: EX-10.8     Material Contract                                   HTML     93K 
27: EX-10.9     Material Contract                                   HTML     21K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
 5: EX-23.2     Consent of Experts or Counsel                       HTML     11K 

Filed with the Securities and Exchange Commission on ____________

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

PRE-EFFECTIVE AMENDMENT #2
TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of Communications to:

1

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, as amended (the “Securities Act”), check the following box. x

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

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. o

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 earliest effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

DETERMINATION OF OFFERING PRICE

The Proposed Offering Price is based on the calculation of the average closing price of Natcore common shares listed on the TSX Venture Exchange within the two weeks prior to the offering. Calculation and pricing determination based on Canadian currency converted to U.S. currency per the exchange rate on April 20, 2015 of $1.23 CND for each $1 US.

2

The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

17,532,413 Common shares

          The Selling Shareholders may offer and sell up to 17,532,413 shares of Natcore common shares consisting of (a) 7,910,840 shares that have been previously issued in private placement transactions (See Selling Shareholder Table p19) and (b) 9,621,573 shares of Natcore common shares issuable upon exercise of warrants issued in the same or similar aforementioned private placements. (See Selling Shareholder Table p19). No Selling Shareholders held any material relationship with the company in the past three years or with any of the company’s affiliates.

          Natcore is not selling any shares of its common shares in this offering and will not receive any proceeds from the sale of the shares offered by the Selling Shareholders; however, if any of the Company’s outstanding warrants are exercised Natcore will receive proceeds from the exercise. The warrants expiration dates range from July 2015 to August 2016 with exercise prices ranging from US$ 0.62 to US$ 0.90 (CDN$ 1.00). If all the warrants are exercised, Natcore would have total proceeds of $6,672,044; Natcore intends to use all of such proceeds for research and development, working capital and general corporate purposes.

          Natcore will bear all costs associated with the registration of the shares covered by this prospectus; provided, however, it will not be required to pay any underwriters’ discounts or commissions relating to the securities covered by the registration statement.

          Natcore’s common shares are quoted on the TSX Venture Exchange under the symbol “NXT” and on the OTC Pink® marketplace under symbol “NTCXF.” On April 20, 2015, the last reported sale price for Natcore common shares was $0.71CDN. The proposed price for the offering is USD $0.60¹ based on the calculation of the average closing price of Natcore common shares listed on the TSX Venture Exchange within the two weeks prior to the offering. This will be the fixed price at which the Selling Shareholders will offer their shares under this offering until such time as the shares are quoted on the OTCQB or the OTCQX or national exchange.

Investing in Natcore common shares involves a high degree of risk. See “Risk Factors” beginning on page 12.

____________________________

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

____________________________

Natcore is an “Emerging Growth Company” as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act) and is subject to reduced public company reporting requirements. Natcore has chosen not to take advantage of the extended transition period for new accounting standards. While the decision to opt out of the extended period to comply with new or revised accounting standards is irrevocable, the Company may in the future elect to avail itself of other reduced reporting obligations available as an emerging growth company.

____________________________

Unless otherwise indicated all currency figures are stated in US ($) dollars.

Prospectus Dated           April 20, 2015

3

TABLE OF CONTENTS

Investors should rely only on the information contained in this prospectus and in any free writing prospectus that Natcore authorizes to be delivered to the investor. Natcore has not authorized anyone to provide investors with additional, different or inconsistent information from that contained in this prospectus or such free writing prospectus, if any. The Selling Shareholders are offering to sell, and seeking offers to buy, common shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common shares.

4

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and provides an overview of the material aspects of this offering. This summary does not contain all of the information you should consider before making an investment decision. This summary contains forward-looking statements that contain risks and uncertainties. Natcore’s actual results may differ significantly from future results due to factors such as those set forth in the sections “Risk Factors” and “Forward-Looking Statements.” Investors should read this entire prospectus carefully before making an investment decision.

This prospectus is part of a registration statement that the Company has filed with the Securities and Exchange Commission, (the “SEC”). Under this registration process, the Company’s shareholders that have elected to be a part of this offering (the Selling Shareholders), may offer and sell from time to time up to 7,910,840 currently outstanding shares of the Company’s common stock and 9,621,573 shares of the Company’s common stock issuable upon the exercise of warrants outstanding at an exercise price per share as expressed in the table on pages 21-23 and held by the Selling Shareholders as of the date of this prospectus. This prospectus does not cover the issuance of any shares of common stock by the Company, and the Company will not receive any of the proceeds from any sale of shares by the Selling Shareholders. The Company has agreed to pay all expenses incurred in connection with the registration of the shares of common stock covered by this prospectus. Information about the Selling Shareholders may change over time. Any changed information given to the Company by the Selling Shareholders will be set forth in a prospectus supplement if and when necessary. Further, in some cases, the Selling Shareholders will also be required to provide a prospectus supplement containing specific information about the terms on which they are offering and selling the Company’s common stock. If a prospectus supplement is provided and the description of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus supplement.

THERE MAY BE SITUATIONS WHERE ALL SOURCES OF REVENUE DESCRIBED BELOW (OR ANY REVENUE AT ALL) MAY NOT BE AVAILABLE GIVEN MARKET CONDITIONS AND CUSTOMER REQUIREMENTS. THE COMPANY HAS HAD NET LOSSES IN EACH OF THE LAST THREE FISCAL YEARS 2014, 2013, 2012 OF $2,193,532 $3,938,828, AND $1,838,355, RESPECTIVELY. AS OF DECEMBER 31, 2014 THE COMPANY HAS HAD RECURRING LOSSES FROM OPERATIONS AND A CUMULATIVE DEFICIT OF APPROXIMATELY $16,428,813. THE COMPANY IS STILL CONSIDERED A DEVELOPMENT STAGE COMPANY AND HAS RECEIVED AN OPINION LETTER FROM ITS AUDITOR EXPRESSING MATERIAL UNCERTAINTY THAT MAY GIVE RISE TO SIGNIFICANT DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN. IN JANUARY AND APRIL 2015, THE COMPANY COMPLETED NON-BROKERED PRIVATE PLACEMENTS ISSUING 2,552,112 UNITS FOR GROSS PROCEEDS OF $1,143,507. AS OF APRIL 15, 2015, THE COMPANY HAD $793,829 IN CASH. THE COMPANY ANTICIPATES ITS CURRENT CASH AND CASH EQUIVALENTS WILL BE SUFFICIENT TO FUND OPERATIONS FOR APPROXIMATELY 6 MONTHS AND IS PURSUING ADDITIONAL FINANCING ALTERNATIVES, INCLUDING COMPLETING ANOTHER PRIVATE PLACEMENT, TO FUND OPERATIONS BEYOND ONE YEAR.

The Company

          Natcore Technology, Inc. (“Natcore” or “the Company”) is a corporation organized under the laws of British Columbia, Canada organized on August 9, 2007 for the purpose of commercializing technology that intends to make solar energy cost-competitive with energy derived from fossil fuels. More specifically, Natcore has technology which enables the controlled deposition of silicon dioxide and mixed silicon oxides from an aqueous solution at ambient temperatures and pressures. That technology is called liquid phase deposition and Natcore is the exclusive licensee. Using our Liquid Phase Deposition (“LPD”), black silicon, and laser technology, we grow a thin anti-reflective coating on a silicon disc without the need for toxic chemicals or a high-temperature vacuum furnace. We are replacing the traditional thermal vacuum processes, such as chemical vapor deposition and plasma enhanced chemical vapor deposition, for making solar cells with our LPD wet chemistry process. We believe LPD is the future of solar and that it will result in solar cells of higher quality, that are safer, cleaner and less expensive than prior processes. The technology was developed at William Marsh Rice University (“Rice University”) and is licensed to Natcore pursuant to an exclusive license agreement. In connection with the license agreement, Rice University became a Natcore shareholder and continues to hold a stake in the company.

          Natcore’s business is in the growth of thin and thick films of dielectric and semiconductor materials using non-vacuum, room temperature processes. Natcore’s first specific aim is to enter and gain market share in the antireflective coating market for solar cells by selling a paradigm-shifting, low-cost technology to solar cell manufacturers that will enable those companies to realize significantly lower capital costs and higher profit margins from their own sales.

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          The Company’s licensed technology process was developed at Rice University, for which a patent has been awarded (#7,718,550 “Method for low temperature growth of inorganic materials from solution using catalyzed growth and re-growth”). Verification that the process can be implemented in an industrial laboratory setting has been accomplished (work performed for Natcore by the Battelle Memorial Institute) and the process is now ready to be tailored to specific applications in an industrial product development and manufacturing facility. Natcore currently has licensed or owns 22 granted and 42 pending patents surrounding this technology. A liquid phase deposition (LPD) process is one in which a solid thin film of material is created on a foreign substrate by allowing the atoms in a pre-mixed solution of that material to condense on the surface. The solution temperatures may range from room temperature to several hundreds of degrees Celsius.

Company History

          Natcore was a capital pool company² until it completed a Qualifying Transaction on May 8, 2009. The Qualified Transaction involved a reverse take-over of Syracuse Capital Corp. by Natcore Technology Inc., a Delaware company, which is now a wholly owned subsidiary of the Company. Syracuse Capital Corp. was a company incorporated under the British Columbia Business Corporations Act and a Capital Pool Company, having its common shares listed on the TSX Venture Exchange under the trading symbol “SYU.P.”

          Natcore completed its Qualifying Transaction by acquiring all of the issued and outstanding securities of Natcore Technology, Inc. a private Delaware company in consideration of the issuance of 12,960,686 common shares of the Company having a deemed price of CDN$0.40 per share and the issuance of 2,145,000 share purchase warrants, each warrant exercisable into one additional common share at a price of CDN$0.40 per share for a period of five years expiring May 9, 2014. The Common Shares of the Company are listed for trading on the TSX Venture Exchange under the symbol “NXT”.

          On December 11, 2009, Natcore completed the acquisition of NewCyte, Inc. (“NewCyte”), a private Delaware company. NewCyte’s portfolio of intellectual property included issued and pending patents covering the coating of fullerenes (including carbon nanotubes) with silica, dielectric and semiconducting films for a variety of potential applications, including photon, chemical and biomolecule sensing. As consideration for the purchase of NewCyte, Natcore had issued NewCyte shareholders a total of 200,000 share purchase warrants entitling the holders to acquire Natcore shares at strike prices ranging from CDN $0.75/share to CDN $2.00/share, all of which warrants have since expired. 

          On May 19, 2010, the Company completed the acquisition of Vanguard Solar, Inc. (“Vanguard”), a private Delaware company controlling key intellectual property in the field of solar energy. Vanguard was focused on the development of a flexible, thin-film photovoltaic material believed to be capable of silicon solar cell-like efficiency performance. Vanguard employed a proprietary chemical bath process similar to Natcore’s liquid phase deposition technology, although Vanguard planned to grow II-VI compound semiconductor thin films on carbon nanotubes at room temperature and ambient pressure, while Natcore has thus far concentrated on growing silicon dioxide films on silicon substrates. As consideration for the purchase of Vanguard, Natcore issued to Vanguard shareholders 375,236 common shares.

          In March 2012, the Company opened its Research and Development Center (the “R&D Center”) in Rochester, NY. The R&D Center is enabling Natcore to develop applications based on the company’s proprietary liquid phase deposition technology.

          The Company also entered into an exclusive worldwide licensing agreement with the National Renewable Energy Laboratory (NREL) to commercialize Black Silicon. NREL and the Company are working together to reduce solar cell costs and increase solar panel energy output. On October 25, 2012, the Company announced that its scientists created the world’s first Black Silicon solar cell using processes amenable to low-cost mass production. After having previously treated a wafer to make it the “blackest” silicon solar cell surface ever recorded, Natcore’s technicians used their scalable liquid phase deposition process to create the Black Silicon solar cell, from wafer to finished cell, in their R&D Center.

6

          The Company has taken steps to form an Australian solar panel joint venture. After having signed a Memorandum of Understanding in September 2013, the Company and the Australian group Denzo Pty Limited have begun planning for Natcore Australia, a joint venture that would produce solar cells and solar panels in Australia, with Australia as the headquarters for this activity. The joint venture would move initially with currently available technologies. Future technologies would be deployed as they become available. Natcore Australia would have exclusive access to Natcore’s intellectual property portfolio in Australia. Financing for the venture would come from government and private sources.

          The Company made its first commercial offering with turnkey solar manufacturing programs in November 2014. The Company established a program through which it would design, supervise and build facilities to produce solar cells, solar panels and power plants for third party clients. Natcore plans to serve on these projects as a consultant or general contractor, hiring subcontractors and selecting the optimum components, prices and quality available. Clients would also gain exclusive access, on a geographical basis, to Natcore’s technologies- including black silicon, laser-processing and rear contact technology- as they come on line.

Implications of being an Emerging Growth Company

          As a company with less than $1 billion in annual gross revenue during last fiscal year, Natcore qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise generally applicable to public companies. These provisions include an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company need not comply with any new or revised financial accounting standard until such date that a non-reporting company is required to comply with such new or revised accounting standard. Furthermore, Natcore is not required to present selected financial information or any management’s discussion herein for any period prior to the earliest audited period presented in connection with this prospectus.

          Natcore will remain an emerging growth company until the earliest of (1) the last day of Natcore’s fiscal year during which it has total annual gross revenue of at least $1 billion; (2) the last day of its fiscal year following the fifth anniversary of the completion of this offering; (3) the date on which Natcore, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (4) the date that Natcore is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act. When Natcore is no longer deemed to be an emerging growth company, Natcore will not be entitled to the exemptions provided in the JOBS Act discussed above however reduced reporting obligations may still be available as a small company. If Natcore chooses to take advantage of any of these reduced reporting burdens, the information that Natcore provides shareholders may be different than what investors might get from other public companies which may make its common stock less attractive to investors. Natcore has opted out of the extended transition period provided in Securities Act Section 7(a)(2)(B) for complying with new accounting standards; this election is irrevocable.

Competitive Landscape

          Solar cell technology is generally divided into three (3) broadly defined areas. Generation 1 solar cells are traditionally made from silicon (chemical symbol Si) wafers and are the predominant technology in the market today. Generation 2 solar cells are not made from silicon wafers but from a variety of thin film materials such as cadmium telluride (CdTe), copper indium gallium selenide (often abbreviated CIGS, which is not a chemical symbol) or other more experimental materials. Generation 3 solar cells are similar to generation 2 solar cells in that they are made from thin film materials but incorporate nanotechnology in them to enhance their performance compared to both generation 1 and 2 solar cells. One example of the nanotechnology that can be incorporated in generation 3 cells is called a quantum dot. A quantum dot is the name given to a very, very small piece of material, so small that it may contain only a few 10’s of atoms to a few hundred atoms. The types and properties of quantum dots have been the subjects of intense scientific study world-wide for over two decades with the result that quantum dots are now emerging as materials with industrial applications. Natcore plans to use quantum dots made from silicon (Si) and germanium (Ge) in its thin film Generation 3 solar cells.

          Normally, a piece of semiconductor material such as silicon is electrically neutral. That is, there are as many negative charges as positive charges in the solid. The simple picture is that the negative charges are the electrons that have been freed from orbiting their host atoms and the positive charges are the empty spaces, or holes, in the orbits left by the electrons. The situation is very dynamic in a neutral piece of silicon. Electrons are constantly escaping from their orbits and creating holes and the electrons also continuously fall back into the holes so no net charge is created. Compared to silicon, an electrically neutral piece of phosphorus has one additional electron in an orbit around the atom. When the phosphorus atom enters the silicon the extra electron is set loose from its orbit and the hole what would have been left is filled by an electron from a neighboring silicon atom. The result is that the whole piece of phosphorus-doped silicon becomes negatively charged, or n-type. The more phosphorus atoms added, the more electrons are set free and the material is said to be more n-type. The inverse happens when a boron atom is added to the silicon. The boron atom has one fewer electron in orbit with the result that the boron atom pulls an electron away from a neighboring silicon atom and creates a permanent hole, giving the solid a net positive charge. That material is called p-type. Natcore’s technology is applicable to both n and p type material.

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          Natcore’s black silicon technology is intended to replace an expensive, energy and manpower intensive, thermal vacuum process with a simple wet chemistry process that will make an improved antireflection surface on Generation 1 silicon solar cells.

          The Company is currently unaware of any other wet chemical, room temperature antireflective coating technology in commercial use or in development. While current thermal/vacuum systems are adequate for Generation 1 and 2 cells, Natcore believes its technology should enable those cell producers to improve their profit margins by offering lower cell production cost while maintaining equal or better cell efficiency.

          There are approximately 100 solar cell companies worldwide. The present world silicon solar cell market is dominated by just a handful of producers. They are: Yingli Green Energy, JA Solar, Trina Solar, Neo Solar Power, Motech, Jinko Solar, Gintech, Canadian Solar and Hareon Solar Technology. Although the list keeps changing, the top ten silicon solar cell producers account for over 40% of global silicon cell production. The Company believes that most of them are preparing to introduce Generation 2 (thin film solar cells) in the coming years. The Company expects the follow-on move to Generation 3 solar cells can be expected to gain momentum during the next five to eight years, and should become the dominant technology for new plant expansion thereafter (2019 to 2022).

          Natcore’s path to commercialization of its ultimate product, thin film, all-quantum dot tandem solar cells, faces several technical obstacles that must be overcome if the Company is to achieve its commercial goals. A large body of theoretical and experimental evidence now exists that decisively predicts that high performance can be achieved by replacing the exotic, expensive materials now used to make tandem solar cells with thin films of quantum dots (QD’s) of any of a variety of materials. Natcore’s proprietary LPD technology enables the development of such devices using silicon (Si) and germanium (Ge) quantum dots, among others. Rice University, under contract to the Company, has developed technology to create layers of Si and/or Ge QD’s embedded in an LPD silica thin film layer. The next steps are to create a p-n junction in such layers and add top and bottom contacts to make working Si and Ge QD solar cells as separate devices. Following that development, the Company will join the two different cell types to make a tandem cell. Once the film deposition and growth processes are well understood, engineering of a continuous deposition process and system for implementing it can begin. At that stage of development the Company believes that it can call upon the equipment and technology used to make photographic film, all of which exists today. The Company needs to supply the LPD coating equipment for insertion into existing high speed photographic film production lines.

          The Company anticipates a 36 to 48 month timeframe from start of device development to reach production readiness for the all-quantum dot, thin film solar cell development and the total expenditure of $5-$8M through a pilot production stage of the product. Moving to full commercial production will require an additional $10M and an additional 12-18 months to complete, assuming the ready availability of suitable roll-to roll equipment for the purpose. The company believes that currently unused Kodak film process equipment lines will be available.

          Hurdles that must be overcome before the Company can sell its product, whether it is a thin film, quantum dot tandem solar cell on a flexible substrate or the silicon quantum dot solar cell on a silicon solar cell used as a substrate are as follows. Once the technology is fully developed the Company must develop either (1) a set of equipment for insertion into an existing roll-to-roll coating system or (2) develop full production scale process equipment for applying the thin film quantum dot tandem cell layers to the top of a standard silicon solar cell as it comes from existing silicon solar cell production lines. It is possible that the Company might choose to develop both approaches in order to have a more comprehensive product offering. Commercial scale technology exists for both approaches but will have to be tailored to the specific steps needed to make the quantum dot solar cell layers in either case.

          The Company will also have to develop marketing and sales capability to distribute the product and may choose to distribute through wholesale channels or through retail channels, or be its own distributor.

          There can be no assurances that the Company will compete successfully with existing or new competitors, or that the competition will not have a material adverse effect on the business, operating results or financial condition of the Company. In addition, the Company is still developing and has received a “going concern” opinion from its auditors, which means that an entity will continue to operate in the near future provided it generates or obtains enough resources to operate. There may be situations where all sources of revenue described (or any revenue at all) may not be available given market conditions and customer requirements. The Company has had net losses in each of the last three fiscal years and as of December 31, 2014 the Company has had recurring losses from operations and a cumulative deficit of approximately $16,428,813.

8

THE OFFERING

Background of the Offering

          On August 28, 2013, the Company completed a private offering of 6,290,740 shares of ordinary stock at $0.50 per share and 6,290,740 warrants eligible to purchase 6,290,740 common shares at a price of $0.62 per share for a period of 36 months (the “Private Placement”).

          The Private Placement was undertaken by the Company in reliance on Section 4(a)(2) and Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The Company understands to be true that each purchaser of the units is an accredited investor as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

          In connection with the Private Placement, the Company also granted Registration Rights to each purchaser. Pursuant to the Registration Rights, the Company is obligated to file a registration statement with the SEC covering the shares of the common stock underlying the Private Placement. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the Securities Exchange Commission. This offering includes the registration of the common shares and warrants included in the Private Placement and, in addition, Selling Shareholders that have elected to participate in this offering.

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Summary Consolidated Financial Data

          The following tables set forth the Company’s summary consolidated financial data. Investors should read the following summary consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Natcore’s consolidated financial statements and related notes included elsewhere in this prospectus. Historical results are not indicative of the results to be expected in the future. Natcore’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpreted by the International Financial Reporting Interpretations Committee (“IFRIC”).

          As a result of the Accounting Standards Board of Canada’s decision to adopt IFRS for publicly accountable entities for financial reporting periods beginning on or after January 1, 2011, the Company has adopted IFRS for the 2011 and 2010 annual financial statements. The December 31, 2010 financial statements are restated to conform to IFRS.

          Since Natcore began preparing its financial statements in accordance with IFRS, having reviewed significant transactions and compared them to United States generally accepted accounting principles (“GAAP”), Natcore concluded that there are no material differences that would impact the users of the accompanying financial statements other than terminology and headings.

          The Company has derived the summary consolidated statements of comprehensive income data for each of the years ended December 31, 2014 and 2013 from its audited consolidated financial statements (included elsewhere in this prospectus).

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11

RISK FACTORS

An investment in Natcore common shares involves a high degree of risk. Investors should consider carefully the risks described below, together with the financial and other information contained in this prospectus, before investors decide to invest in Natcore common shares. The occurrence of the risks described below could have a material adverse impact on Natcore’s business, financial condition or results of operations. In any such case, the trading price of Natcore common stock could decline and investors may lose part or all of his or her investment. Various statements in this prospectus, including the following risk factors, contain forward-looking statements.

Risks Related to Natcore’s Business

There is no assurance that the Company will turn a profit.

          The Company is currently not profitable. There is no assurance as to whether the Company will be profitable, earn revenues or whether the Company will be able to return any investment funds, to make cash distributions or to meet its operating expenses and debt service, if any.

Our independent auditor’s reports on our financial statements for the years ended December 31, 2013 and 2012 includes a “going concern” explanatory paragraph.

          Our independent auditor has presented our financial statements on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. This means that we may not generate enough funds to pay our general operating expenses and bills from professionals and other advisors that we are obligated to pay. Since we have not generated any revenues from operations management intends to finance operating costs over the next twelve months with existing cash resources and the private placement of common stock. There may be situations where all sources of revenue described (or any revenue at all) may not be available given market conditions and customer requirements. The Company has had net losses in each of the last three fiscal years and as of December 31, 2014; the Company has had recurring losses from operations and a cumulative deficit of approximately $16,428,813.

There is no assurance that the Company will generate immediate revenues; the Company projects cash on hand sufficient to fund operations for approximately 6 months.

          The Company anticipates that it will incur substantial expenses relating to the implementation of its business plan and cost overruns may be incurred. The Company currently expects the initial expenses it incurs to result in operating losses for the Company for the foreseeable future. Furthermore, no assurance can be made that a shareholder will realize any return on his or her investment, or that such shareholder will not lose his or her entire investment. In January 2015 and April 2015 the Company completed non-brokered private placements issuing 2,552,112 units for gross proceeds of $1,143,507. As of April 15, 2015, the Company had $793,829 in cash. The Company anticipates its current cash and cash equivalents will be sufficient to fund operations for approximately 6 months.

Financial projections provided may prove inaccurate.

          The Company’s Management may prepare financial projections concerning the estimated operating results of the Company. These projections would be based on certain assumptions that may prove to be inaccurate and that are subject to future conditions be beyond the control of the Company, such as changes in the condition of the national and international financial markets, fluctuations in interest rates, changes in rules and regulations pertaining to the securities markets and market participants, variations in the local and national economy, acts of terrorism and occurrences of natural disasters or other such disasters. The Company has a limited operating history. The Company may experience unanticipated costs, or anticipated agreements or contracts may not materialize, resulting in lower revenues than forecasted. There is no assurance that the results that may be illustrated in financial projections would in fact be realized by the Company. The financial projections would be prepared by Management of the Company and would not be examined or compiled by independent certified public accountants. Accordingly, neither independent certified public accountants nor counsel to the Company could provide any level of assurance on them.

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The Company is entirely dependent on its Management team.

          The Company’s Management makes all decisions with respect to the Company’s assets, including investment decisions and the day-to-day operations of the Company. Other than as specified in the Company’s notice of articles and articles, the shareholders have no right or power to take part in the management of the Company. As a result, the success of the Company for the foreseeable future will depend largely upon the ability of Management.

PROSPECTIVE INVESTORS ARE HEREBY ADVISED THAT THE SUCCESS OF PREVIOUS VENTURES OR PROJECTS UNDERTAKEN BY THE COMPANY’S MANAGEMENT OR THE MANAGEMENT OF ANY ACQUIRED COMPANY CANNOT BE CONSTRUED AS A GUARANTEE OF THE SUCCESS OF THE VENTURE OUTLINED HEREIN.

The Company’s Management may be subject to conflicts of interest.

          The Company’s Management may in the future become associated with or employed by other companies, which are engaged, or may become engaged, in operations similar to the operations engaged in by the Company. Conflicts of interest between the Company’s officers and/or directors and the Company may arise by reason of such relationships. Management intends to resolve any conflicts with respect to such operations in a manner equitable to the shareholders of the Company, its management, and any of the Company’s affiliates. Officers and all employees are required to sign a proprietary inventions agreement which means that anything that is invented while employed at Natcore is owned by Natcore. Additionally all employees are required annually to complete an outside employment disclosure which allows the registrant to better control if there are any outside interests. Directors are not required to do either and may pursue opportunities independently of the registrant.

The Company may not achieve its goals and objectives.

          All investments in the Company risk the loss of capital. While the Company’s Management believes that its experience and relationships will moderate this risk to some degree, no representation is made that the Company’s projects will be successful.

The Company is subject to the possibility of future litigation that may have a significant adverse effect on the Company’s financial condition, operations and plans for expansion.

          There are many risks incident to providing the types of services provided by the Company that may give rise to future litigation. Under such circumstances, the Company may be named as a defendant in a lawsuit or regulatory action. The Company may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen. There is no assurance that the Company’s shareholders will not lose their entire investment in the Company as a result of unforeseen litigation.

The Company will indemnify its officers and directors.

          The Company’s articles, as amended, provide that the Company will, within the limits of capital contributions and retained assets, hold its directors and officers harmless against certain claims arising from Company activities, other than losses or damages incurred by it as a result of its gross negligence, fraud or bad faith. If the Company were called upon to perform under its indemnification agreements, then the portion of its assets expended for such purpose would reduce the amount otherwise available for the implementation of its business plan, or for distributions to its shareholders, if any.

The enforcement of civil liabilities against the Company and its officers and directors may be difficult to obtain

          We are incorporated under the laws of the Province of British Columbia, Canada. Service of process upon us and upon our directors and officers and the Canadian experts named in this Prospectus, some of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, some of our assets and some of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers, including one predicated on the civil liability provisions of the U.S. federal securities laws, may not be collectible within the United States.

The Company is subject to certain institutional risks.

          The institutions with which the Company (directly or indirectly) does business may encounter financial difficulties that impair or would impair the operational capabilities or the capital position of the Company.

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There may be changes in laws applicable to the Company.

          The Company must comply with various legal requirements, including requirements imposed by the state and federal securities laws and pension laws. Should any of those laws change over the scheduled term of the Company, the legal requirements to which the Company and its shareholders may be subject could differ materially from current requirements.

The Company may face adverse tax consequences and may be audited by the Internal Revenue Service or the Canada Revenue Agency.

          While the Company is advised in tax matters by its accountants, the Internal Revenue Service (the “IRS”) or the Canada Revenue Agency (“CRA”) may not accept the tax positions taken by the Company. As a result, the IRS or CRA could audit the Company’s information and adjustments to the Company’s tax returns may result. Any such adjustment could subject the shareholders to additional tax, interest and penalties, as well as incremental accounting and legal expenses. In addition, an audit of the Company’s tax returns could lead to audits of the individual tax returns of the shareholders, resulting in adjustments and additional tax with respect to non-Company items.

Government Regulation – General.

          The Company may be subject to regulation by county, state and federal governments, governmental agencies, and regulatory authorities from several different countries. Failure to obtain regulatory approvals or delays in obtaining regulatory approvals by the Company, its collaborators, customers, vendors or service providers would adversely affect the marketing of products and services developed by the Company, and the Company’s ability to generate product and service revenues. Further, there can be no assurance that the Company, its customers, vendors, or service providers will be able to obtain necessary regulatory approvals. Although the Company does not anticipate problems satisfying any of the regulations involved, the Company cannot foresee the possibility of new regulations, which could adversely affect the business of the Company. While the Company anticipates that all regulatory approvals required will be granted, violations by the Company and/or its customers of, and/or non-compliance with, such regulations and approvals may adversely affect the Company’s ability to acquire capital, or adversely affect the Company’s ability to conduct its business as intended.

The Company is subject to various economic risks.

          Local, national and international economic conditions may have a substantial adverse effect on the efforts of the Company. The Company cannot guarantee its anticipated results of operations against the possible eventuality of any of these potential adverse conditions.

The Company may suffer uninsured losses.

          The Company plans to obtain comprehensive insurance coverage, including liability, fire and extended coverage, as is customarily obtained for businesses similar to the Company. Certain types of losses of a catastrophic nature, such as losses resulting from floods, tornadoes, thunderstorms, and earthquakes, are uninsurable or not economically insurable to the full extent of potential loss. Such Acts of God, work stoppages, regulatory actions or other causes, could interrupt or delay the Company’s development or expansion, and would adversely affect the Company’s business, results of operations, and profitability.

Dependence on Management and absence of Key Man Insurance.

          The Company’s business, to date, and for the foreseeable future, will be significantly dependent on the Company’s management team, directors and key consultants, including but not limited to Charles Provini, Brien Lundin, John C. Calhoun, and Dennis J. Flood. Mr. Flood is able to devote 30-40 hours a week to the management of the Company.

          The loss of any one of these officers could have a material adverse effect on the Company. If the Company lost the services of one or more of its executive officers or key employees, it would need to devote substantial resources to finding replacements, and until replacements were found, the Company would be operating without the skills or leadership of such personnel, any of which could have a significant adverse effect on the Company’s business. The Company currently does not carry key-man life insurance policies covering any of these officers.

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Risks associated with expansion.

          Any expansion plans undertaken by the Company to increase or expand its operations entail risks, which may negatively impact the profitability of the Company. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities. The Company cannot assure investors that its products, procedures or controls will be adequate to support the anticipated growth of its operations.

Inability to protect proprietary and technology rights.

          The Company’s success will depend in part on its ability to protect its proprietary rights and technologies, including, but not limited to, Patent 2340039, Patent 7,718,550, Patent 7,253,014, Patent 7,682,527, Patent 7,491,376, and Patent 7,692,218. The Company relies on a combination of patents, trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect its proprietary rights. However, not all of these measures may apply or may afford only limited protection. The Company’s failure to adequately protect its proprietary rights may adversely affect the Company. Despite the Company’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of the Company’s services or to obtain and use trade secrets or other information that it regards as proprietary. Based on the nature of its business, it may or may not be able to adequately protect its rights through patent, copyright and trademark laws. The Company’s means of protecting its proprietary rights abroad may not be adequate, and competitors may independently develop similar technologies. The Company may become involved in litigation over proprietary rights. In the event of an adverse result in any future litigation with third parties relating to proprietary rights, the Company could be required to pay substantial damages, including treble damages if the Company is held to have willfully infringed or to expend significant resources to develop non-infringing technology. In addition, litigation frequently involves substantial expenditures and can require significant management attention, even if the Company ultimately prevails. However, there can be no assurance that the Company would be able to successfully resolve such disputes in the future.

No assurance of profitability.

          The Company may experience operating losses as it develops, produces and distributes its products and services. As a result, the Company may not be able to achieve profitability in a commercially acceptable time frame, if ever.

Natcore is an “emerging growth company” with reduced reporting requirements that may make its common shares less attractive to investors.

          Natcore is an “emerging growth company,” as defined in the JOBS Act. Although the Company has elected not to take advantage of certain reporting exemptions available it, for so long as Natcore remains an “emerging growth company,” it will not be subject to the provision of Section 404(b) of the Sarbanes-Oxley Act, applicable to non-emerging growth companies, that requires that an independent registered public accounting firm provide an attestation report on the effectiveness of the Company’s internal control over financial reporting. This may increase the risk that the Company will fail to detect and remedy any weaknesses or deficiencies in its internal control over financial reporting. In general, these reduced reporting requirements may allow the Company to refrain from disclosing information that investors may find important. It is also possible that investors may generally find Natcore’s common shares less attractive due to its status as an “emerging growth company” and its limited disclosures. Any of the foregoing could adversely affect the price and liquidity of the Company’s common shares.

          Natcore may take advantage of these disclosure exemptions until it is no longer an “emerging growth company” however it may still take advantage of certain reduced reporting requirements if it remains a small company. The Company will cease to be an “emerging growth company” upon the earliest of:

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Risk Factors Associated with the Nanotechnology Business

The demand for solar power products is dependent on volatile market and industry trends that can affect demand for Natcore’s products and negatively impact its revenue.

          The global economic downturn that began in the fourth quarter of 2008 highlighted the volatility associated with the solar power industry. The capital-intensive nature of implementation requiring access to capital sources caused an overall reduction in demand for solar power technology. While global markets have stabilized and access to capital has returned the demand for solar power products, the potential for soft demand and the trend of reduced cost of production could again have the effect of an over-supplied market place. The effects of a supply driven market place due to soft demand would be adverse to the Company’s margins and in turn revenues.

          In addition, macroeconomic and geopolitical events influence the demand for solar power products. Specifically, currency exchange rates and governmental regulation affect the price of other energy resources like oil, natural gas and coal. A reduction in the price of these traditional energy resources will result in a reduction in the demand for alternative energy sources such as solar power; which in turn could reduce the margins of the Company’s products and result in a decrease in revenue.

Unforeseen technological failings that increase the cost of adoption of solar products may inhibit widespread implementation of solar solutions that would result in reduced revenue or the inability for us to maintain Natcore’s profitability.

          The recent discovery of hardware failure and technical issues related to solar power equipment that occurred earlier in product life that had been expected could alter the associated cost of implementation of solar power products that could in turn lead to a drop in demand. Historical data is not as readily available for the solar industry as it is for the traditional sources of energy limiting the ability to determine a reliable trend upon which to base future results. Increased costs associated with implementation could lead to the failure of solar power technology being widely adopted resulting in Natcore’s inability to sustain revenue growth and profitability.

If third parties claim that the Company’s products infringe their intellectual property rights, the Company may be forced to expend significant financial resources and management time, and operating results would suffer.

          The Company’s portfolio of intellectual property is significant to its financial condition and operations. Third parties may claim that the Company’s products and systems infringe their patents or other intellectual property rights. Identifying third-party patent rights can be particularly difficult, especially since patent applications are not published until 18 months after their filing dates. If a competitor were to challenge the Company’s patents, or assert that its products or processes infringe its patent or other intellectual property rights, the Company could incur substantial litigation costs, be forced to design around their patents, pay substantial damages or even be forced to cease operations, any of which could be expensive and/or have an adverse effect on the Company’s operating results. Third-party infringement claims, regardless of their outcome, would not only drain financial resources, but also would divert the time and effort of management, and could result in customers or potential customers deferring or limiting their purchase or use of the affected products or services until resolution of the litigation.

We are subject to certification requirements and other regulations. Future more stringent regulations may impair Natcore’s ability to market its products.

          The Company must obtain product certification from governmental agencies, such as the EPA, to sell certain products in the United States, and must comply with other product certification requirements in other countries. A portion of Natcore’s future sales will depend upon sales of solar power products and technologies that are certified to meet existing and future air quality and energy standards. The Company cannot assure that its products will meet these standards. The failure to comply with these certification requirements could result in the recall of the Company’s products, or civil or criminal penalties.

          Any new government regulation that affects solar power products and technologies, whether at the foreign, federal, state, or local level, including any regulations relating to installation and service of these systems, may increase the Company’s costs and the price of its systems. As a result, these regulations may have a negative impact on the Company’s revenue and profitability and thereby harm its business, prospects, results of operations, or financial condition.

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Changes in tax policies may reduce or eliminate the economic benefits that make the Company’s products attractive to consumers.

          In some jurisdictions, such as the United States, governments provide tax benefits for solar cell technologies, including tax credits, rebates and reductions in applicable tax rates. In certain markets of the Company these benefits extend to users of the Company’s products. From time to time, governments change tax policies in ways that create benefits such as those for the Company’s customers. Reductions or eliminations in these benefits may adversely affect the Company’s revenue.

New technologies could render the Company’s existing products obsolete.

          New developments in technology may negatively affect the development or sale of some or all of the Company’s products or make its products obsolete. The Company’s inability to enhance existing products in a timely manner or to develop and introduce new products that incorporate new technologies, conform to increasingly stringent emission standards and performance requirements, and achieve market acceptance in a timely manner could negatively impact the Company’s competitive position. New product development or modification is costly, involves significant research, development, time and expense, and may not necessarily result in the successful commercialization of any new products.

A breach or non-performance of the exclusive licensing agreement with National Renewable Energy Laboratory to commercialize Black Silicon could impair the Company’s ability to produce Black Silicon.

          The Company entered into an exclusive worldwide licensing agreement with National Renewable Energy Laboratory (NREL) to commercialize Black Silicon. NREL and the Company are working together to reduce solar cell costs by 2% to 3% and increase solar panel energy output from 3% to 10% over the course of a day without the aid of a solar tracking mechanism. Black Silicon is one key element that could give Natcore a competitive edge in producing more efficient and cost effective solar products; if Natcore’s production of Black Silicon is hindered the Company’s revenue would be adversely affected.

Risks Related to the Company’s Common Shares and the Offering

Authorized capital consists of an unlimited number of shares of one class designated as common shares

          The Company’s authorized capital consists of an unlimited number of shares of one class designated as common shares. The directors may create any class or series of shares by resolution but may not make any modification to the provisions attaching to our common shares without the affirmative vote of two-thirds of the votes cast by the holders of the common shares. Natcore’s common shares do not have pre-emptive rights to purchase additional shares. Shareholders should be aware that the exercise of warrants described herein will dilute the value of current holdings.

Volatility of the market price of the Company’s common shares could adversely affect its shareholders and Natcore.

          The market price of the Company’s common shares could be highly volatile and could be subject to wide fluctuations in response to numerous factors, including the following:

Natcore has not paid dividends in the past and does not expect to pay dividends in the future. Any return on an investment could be limited to the value of the common stock.

          Natcore has never paid cash dividends on its common shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends depends on the financial condition of the Company, with other business and economic factors influencing the decision by the board of directors in determining the issuance of a dividend. If dividends are not issued, the Company’s common shares may be considered less valuable because a return on an investment will only occur if the Company’s stock price appreciates.

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Stockholder ownership interest in Natcore may be diluted as a result of future financings or additional acquisitions.

          Natcore may seek to raise funds from time to time in public or private issuances of equity in the near future or over the longer term. Sales of the Company’s securities offered through future equity offerings may result in substantial dilution to the interests of the Company’s current shareholders. The sale of a substantial number of securities to investors, or anticipation of such sales, could make it more difficult for the Company to sell equity or equity-related securities in the future at a time and at a price that the Company might otherwise wish to effect sales. In addition, the Company has issued shares of its common stock for various acquisitions in the past and may do so in the future, which may also result in substantial dilution to the interests of the Company’s current shareholders.

Investors may experience dilution as a result of future purchases exercised on outstanding options and warrants.

          As of April 20, 2015, the Company had outstanding options to purchase a total of 4,182,000 of its common shares at a weighted average exercise price of CDN$0.87 per share. Also as of April 20, 2015, the Company had outstanding warrants to purchase a total of 7,970,626 of its common shares at a weighted average exercise price of CDN$0.89 per share and had outstanding warrants to purchase a total of 6,083,240 of its common shares at a weighted average exercise price of US$0.62 per share. To the extent these options or warrants are ultimately exercised, investors will sustain future dilution.

This Space Intentionally Left Blank

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Selling Shareholders information

          The Selling Shareholders may offer and sell up to 17,532,413 shares of Natcore common shares consisting of (a) 7,910,840 shares that have been previously issued in private placement transactions (See Selling Shareholder Table below) and (b) 9,621,573 shares of Natcore common shares issuable upon exercise of warrants issued in the same or similar aforementioned private placements. (See Selling Shareholder Table below). The Selling Shareholders are represented in the table below. No Selling Shareholders held any material relationship with the company in the past three years or with any of the company’s affiliates. The names, the amount and percentage of the securities beneficially held by the Selling Shareholders before and immediately after the offering are also included in the chart below.

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