SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/10/21 Sigma Labs, Inc. S-8 8/10/21 3:127K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 40K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 10K 3: EX-23.1 Consent of Expert or Counsel HTML 6K
Page | (sequential) | (alphabetic) | ↑Top | ||
---|---|---|---|---|---|
1 | 1st Page – Filing Submission | ||||
" | Power of Attorney (contained on the signature page of this Registration Statement) |
As filed with the Securities and Exchange Commission on August 10, 2021 | Registration No. 333-______ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SIGMA LABS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 27-1865814 | |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
3900 Paseo del Sol
(505) 438-2576
(Address of Principal Executive Offices) (Zip Code)
2013 EQUITY INCENTIVE PLAN, AS AMENDED, OF SIGMA LABS, INC.
(Full title of the plan)
Mark K. Ruport, President and Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
(Name and address of agent for service)
(505)
438-2576
(Telephone number, including area code, of agent for service)
Copy
to:
Darren Freedman
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer | [ ] Accelerated filer | [X] Non-accelerated filer | [X] Smaller reporting company |
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered (1) (2) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee(3) | ||||||||||
Common Stock, $0.001 par value per share | 875,000 shares | $ | 3.37 | $ | 2,948,750 | $ | 321.71 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that may become issuable under the 2013 Equity Incentive Plan, as amended (the “Plan”), as a result of the anti-dilution adjustment provisions contained therein regarding stock splits, stock dividends and similar transactions. | |
(2) | As described below in the Explanatory Note, this Registration Statement covers an additional 875,000 shares of Common Stock that are reserved for future issuance under the Plan, and with respect to which the offering price is not currently known, as a result of a recent amendment to the Plan increasing the number of shares of Common Stock that are issuable under the Plan. | |
(3) | The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated, solely for purposes of calculating the amount of the registration fee, in accordance with Rules 457(c) and 457(h) of the Securities Act based upon a price of $3.37, which is the average of the high and low prices of the registrant’s common stock, as reported on The NASDAQ Capital Market on August 4, 2021. |
C:
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Sigma Labs, Inc., a Nevada corporation (the “Company”), to register 875,000 shares of common stock of the Company in addition to those previously registered on the Company’s Registration Statements on Form S-8 (File Nos. 333-197616, 333-212612, 333-222369, 333-228628, 333-233348, and 333-250181) filed with the Securities and Exchange Commission on July 24, 2014, July 21, 2016, December 29, 2017, November 30, 2018 August 16, 2019, and November 18, 2020, respectively, for issuance pursuant to the Company’s 2013 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of such previously filed Registration Statements, except that the provisions contained in Part II of such earlier Registration Statements are modified as set forth in this Registration Statement.
C:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. | Incorporation of Documents by Reference |
We hereby incorporate by reference the following documents previously filed with the SEC:
● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 24, 2021; | |
● | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on April 22, 2021 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on July 22, 2021; | |
● | Our Current Reports on Form 8-K filed with the SEC on January 12, 2021, March 30, 2021, May 25, 2021, June 15, 2021 and July 16, 2021, respectively; | |
● | Our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 15, 2021; and | |
● | The description of our Common Stock contained in our Registration Statement on Form 8-A (File No. 001-38015) filed with the SEC on February 14, 2017, including any amendment or reports filed for the purpose of updating such description. |
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Under no circumstances shall any information furnished prior to or subsequent to the date hereof under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. | Description of Securities. |
Not applicable.
Item 8. | Exhibits |
The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:
C:
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe, State of New Mexico, on August 10, 2021.
SIGMA LABS, INC. | ||
By: | /s/ Mark K. Ruport | |
Mark K. Ruport | ||
President and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Mark K. Ruport as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 10, 2021.
Signature | Title | |
/s/ Mark K. Ruport | President, Chief Executive Officer (principal executive officer) and Director | |
Mark K. Ruport | ||
/s/ JOHN RICE | Chairman of the Board | |
John Rice | ||
/s/ FRANK Orzechowski | Chief Financial Officer, Treasurer and Secretary (principal financial and accounting officer) | |
Frank Orzechowski | ||
/s/ SALVATORE BATTINELLI | Director | |
Salvatore Battinelli | ||
/s/ DENNIS DUITCH | Director | |
Dennis Duitch | ||
/s/ KENT SUMMERS | Director | |
Kent Summers |
C:
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/10/21 | |||
8/4/21 | ||||
7/22/21 | 10-Q, 8-K | |||
6/30/21 | 10-Q, EFFECT | |||
6/15/21 | 8-K, CORRESP, DEF 14A | |||
4/22/21 | 10-Q, 8-K | |||
3/31/21 | 10-Q | |||
3/24/21 | 10-K, 8-K | |||
12/31/20 | 10-K, 5 | |||
11/18/20 | S-8 | |||
8/16/19 | 4, S-8 | |||
11/30/18 | S-8 | |||
12/29/17 | S-8 | |||
2/14/17 | 3, 8-A12B, CERTNAS, CORRESP, EFFECT, S-1/A | |||
7/21/16 | 8-K, S-8 | |||
7/24/14 | S-8 | |||
List all Filings |