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Novusterra Inc. – ‘S-1/A’ on 4/25/22

On:  Monday, 4/25/22, at 9:26am ET   ·   Accession #:  1654954-22-5334   ·   File #:  333-259924

Previous ‘S-1’:  ‘S-1/A’ on 4/6/22   ·   Next & Latest:  ‘S-1’ on 2/7/24   ·   2 References:   To:  Novusterra Inc. – ‘S-1/A’ on 3/16/22 To:  Novusterra Inc. – ‘S-1’ on 9/30/21 

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

 4/25/22  Novusterra Inc.                   S-1/A                  2:87K                                    Blueprint/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML     34K 
                (General Form)                                                   
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     17K 

As filed with the Securities and Exchange Commission on April 25, 2022

Registration No. 333- 259924 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

AMENDMENT NO. 15

to

Form S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

561 NE 79th Street, Suite 325

Miami, FL 33138

(786) 473-6233

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

I. Andrew Weeraratne

Chief Executive Officer

561 NE 79th Street, Suite 325

Miami, FL 33138

(786) 473-6233

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Please send copies of all communications to:

As soon as practicable after this registration statement becomes effective

(Approximate date of commencement of proposed sale to the public)

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

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

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED __________, 2022

PROSPECTUS

Units Consisting of 3,750,000 Shares of Common Stock and Warrants to purchase up to 7,500,000 Shares of Common Stock

Novusterra Inc. 

This amendment number 15 to Novusterra Inc., Form S-1 is filed solely for the purpose of filing a revised legal opinion as of the filing date and update the attached exhibit.

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 15 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the, State of Florida on April 25, 2022.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

* Pursuant to power of attorney

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing		Date		Other Filings
Filed on:		4/25/22		None on these Dates
				List all Filings

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2 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/22 Novusterra Inc. S-1/A 5:1.2M Blueprint/FA 9/30/21 Novusterra Inc. S-1 20:5.6M Blueprint/FA

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Filing Submission 0001654954-22-005334   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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