7, 2018 UNITED STATES 84047 84047 Main Street, Suite 2400 Title of Each Class of Securities To Be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee NOVEMBER 7, 2018 The corporate objectives are intended to align our functional teams’ goals and execution. Every ZAGG employee is warranty. include keyboards, cases, and social tech are designed to free consumers from the confines of the traditional workplace. We believe “getting away” shouldn’t mean being disconnected. We support the communicators, commuters, creators and closers who live a mobile lifestyle. During the third quarter of 2018, we expanded our keyboard lineup with the Flex® universal keyboard and stand, which features a slim and portable design. The Flex universal keyboard can work with any Bluetooth device and make data entry fast and easy by eliminating hunt-and-peck typing. Corporate Information Information contained on, or accessible through, our websites is not a part of, and is not incorporated by reference into, this prospectus). acquire us. 84047 for breach of fiduciary duties as a director, except for liability for any (i) transaction from which the director derived an improper personal benefit; (ii) act or omission not in good faith or that involved intentional misconduct or a knowing violation of law; (iii) unlawful payment of dividends or redemption of shares; or (iv) breach of the director’s duty of loyalty to the corporation or its stockholders. their capacities as directors and officers. 7, 2018. Exhibit Description25, 2015333-__________333-__________.NevadaDelaware 20-2559624 3855 South West, Suite JSalt Lake City,84115Chief Financial OfficerZAGG Inc3855 South West, Suite JSalt Lake City,84115East Broadway, Ste. 900☐¨☒x☐¨☐¨☐¨☐¨or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐¨ Accelerated filer ☒x Non-accelerated filer ☐¨ Smaller reporting company ☐¨ Emerging growth company ¨ Primary Offering Common Stock, par value $0.001 per share (1)(4) (1) $ 100,000,000 (2) -- (5) Common Stock, par value $0.001 per share 80,114 (3)(4) $ 9.55 (7) $ 765,089 (7) -- Secondary Offering -- Common Stock, par value $0.001 per share 194,335 (4)(6) $ 9.55 (7) $ 1,855,900 (7) -- TOTAL REGISTRATION FEE $ 354.00 (8) Primary Offering Common Stock, par value $0.001 per share (1) (1) $10,070.00 (2) TOTAL REGISTRATION FEE $10,070.00 (2) (1) TheseThere are being registered hereunder such indeterminate number of shares of common stock as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000.(2)The proposed maximum offering price will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder.(3)Shares of common stock acquired by the registrant upon foreclosure of a judgment lien.(4)In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (5)(2) Calculated pursuant toIn accordance with Rule 457(o) under the Securities Act.415(a)(6) Represents shares offered by the selling shareholders, including 100,000 shares of common stock issuable to certain of the selling shareholders upon exercise of warrants, to be described more fully in prospectus supplements to be filed.(7)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, and based upon the average of the high and low reported sales prices of our common stock on the NASDAQ Global Market on November 20, 2015.(8)Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the registration fee required in connection withsecurities registered pursuant to this registration statement by $9,980.00 of the registration fee associated withRegistration Statement include unsold securities in connection with the filing by the Registrantamount of $100,000,000.00 (the “Unsold Securities”) that previously were registered pursuant to the registration statement on Form S-3 (Reg.(File No. 333-181748) originally filed with the Commission333-208213), initially effective on May 30, 2012February 26, 2016 (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6), which are includedthe registration fees in this registration statement. The totalthe amount of $10,070.00 previously paid with respect to the registration fee forUnsold Securities will continue to be applied to the Unsold Securities. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, including the offset of $9,980.00 from the Prior Registration Statement, is $10,334.00.November 25, 2015 80,114 SharesCommon Stockand194,335 SharesCommon StockOffered by Selling ShareholdersAdditionally, we may offer and sell from time to time, 80,114 shares of our common stock, which we acquired by foreclosure of a judgment lien, at prices and on terms to be determined by us at the time of the offering. Finally, seven (7) selling shareholders (the “Selling Shareholders”) may offer and sell from time to time, in one or more transactions, up to an aggregate of 194,335 shares of our Common Stock, consisting in part of shares of our common stock issuable upon the exercise of certain warrants held by the Selling Shareholders. We will provide specific terms of the offerings, including the offering prices, in one or more supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. We and any Selling Shareholder may sell the common stock in the same offering or in separate offerings, and directly to you or to or through underwriters, dealers or agents we select. If we use underwriters, dealers or agents to sell the securities, we will name them, describe their compensation and describe any overallotment options granted to them in supplements to this prospectus. See “Plan of Distribution” in this prospectus.20, 2015,6, 2018, the last reported sale price of our common stock as quoted on the NASDAQ Global Market was $9.66$12.25 per share. 25, 2015.7, 2018. Page About This Prospectus 1 Summary 21 Risk Factors 5 Disclosure Regarding Forward-Looking Statements 5 Description of Capital Stock 56 Selling ShareholdersUse of Proceeds 8 UsePlan of ProceedsDistribution 109 Plan of DistributionLegal Matters 1011 Legal MattersExperts 1211 Experts12Incorporation of Certain Information by Reference 1311 Where You Can Find More Information 1312 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 1412 In addition, under this shelf process, we may sell, from time to time, in one or more offerings, 80,114 shares of our common stock which we acquired by foreclosure of a judgment lien. Finally, under this shelf process, the Selling Shareholders named in this prospectus or a prospectus supplement may sell, from time to time, up to 194,335 shares of our common stock. and any Selling Shareholder may sell the common stock to underwriters who will in turn sell the common stock to the public on terms fixed at the time of sale. In addition, the common stock may be sold by us directly or through dealers or agents that we may designate from time to time. If we, directly or through agents, solicit offers to purchase the common stock, we reserve the sole right to accept and, together with our agents, to reject, in whole or in part, any of those offers. A prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters and the net proceeds to be received by the Company. Any Selling Shareholder, underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933.As described more fully below, we will not receive any proceedssales by anyconcept of applying a clear film originally designed to protect military-helicopter blades in harsh desert conditions to protect consumers’ mobile devices. Mobile devices are essential to modern living and our mission is to ensure better performance in the Selling Shareholders ofreal world.securities sold by them pursuantZAGG®, InvisibleShield®, mophie®, IFROGZ® and BRAVEN® brands.this prospectus or any prospectus supplement.act as a foundation for ZAGG's corporate culture and guide ZAGG daily:Corporate Objectives Core Values The Preferred Brand Integrity Creative Product Solutions Ownership Targeted Global Distribution Care for People Operational Excellence Passion 1Continuous Improvement Performance Sense of Urgency Our Businessheadquarteredtrained to understand his or her role in Salt Lake City, Utah, and has an international office locatedexecuting to these objectives. Each core value acts as a key component in Shannon, Ireland. The Company designs, produces, and distributes professional and premiumworking toward ZAGG’s corporate objectives of providing creative product solutions, executing targeted global distribution, achieving operational excellence, and being the preferred brand for its customers.devices including screen protection, keyboards for tablet computers anddevice screens against shattering or scratching through military-grade solutions. Our products are designed to provide peace of mind by enabling consumers to fearlessly enjoy their mobile devices keyboard cases, earbuds, mobile power solutions, cables, and cases undernever experience the ZAGG and inconvenience of a shattered or scratched screen. brands. In addition, the Company designs, produces, and distributes earbuds, headphones, mobile power solutions, Bluetooth speakers, cases, and cables for mobile devices under the iFrogz brand in the fashion and youth oriented lifestyle sector.Our ProductsThe ZAGG brand is focused on protectingproducing industry-leading screen and enhancing the mobile world. As mobile devices have become our connections to work, home,device protection. Our protective film and everything in between, ZAGGglass products provide protection, utility, power, and convenience to help users realize their full potential.InvisibleShieldZAGG InvisibleShield® screen protection offers customersoffer consumers a wide array of protection types and features, from protective film to glass, all with a limited lifetime guarantee.routinely delivercontinue to formulate new films that are designed to maintainoffer the highest standards in self-healing scratch protection, and impact protection. We also continue to create new, easierdrive innovation around simplifying the customer application methodsexperience like we have done with our patented EZ Apply® tabs.All of our filmsApply® tabs, which are designed to help users align and apply InvisibleShield products. We also provide long-lastingcustom-fit screen protection for the surface of any electronic device subject to normal wear and tear. We accommodate a custom fit for thousands of device types as well as offer anthrough our automated InvisibleShield On Demand solution so(“ISOD”) solution. With ISOD, retailers can supply customersconsumers with screen protection for both new and oldnearly any device modelsmodel, all without having to hold excess inventory.In addition to our traditional InvisibleShield film products, we launched during the first quarter of 2014. Not only does it offeris designed to provide premium screen protection and clarity, Glass also featuresalong with a superior feel and preciseuniversally compatible touch sensitivity. During the third quarter of 2018, we launched InvisibleShield Glass + VisionGuard™ for the iPhone Xs, iPhone Xs Max and iPhone XR which features protective EyeSafe® technology that filters out portions of the harmful high-energy visible blue light spectrum emanating from device screens, while maintaining the superior color performance of the device display.recentlyhave the leading market share in screen protection and have maintained that leading position by consistently delivering innovative products to the market.Glass Luxethe Sound Hub™ wireless earbud family. With this new line of wireless audio, customers have more customized options for their wireless audio as its Bluetooth® receiver turns any device with a 3.5mm jack, such as headphones, earbuds, and speakers, into a wireless audio device.provides edge-to-edge protection.Keyboardsour customers a spacious, natural typing experience so they can enjoy comfortable typing anywhere.consumers an enhanced and innovative productivity experience. Since entering this category, in 2010, we have repeatedlycontinually reinvented our productthe ZAGG line of keyboards while also providing timely, curated solutions for new devices released by Apple, Microsoft®, and Samsung, andas well as other leading mobile device manufacturers. In addition to device-specific keyboards and folio keyboard cases, we have produced a universalthe ZAGG line of universal full-size Bluetooth® keyboards for both tablets and smartphones that are designed to be compatible with virtually any device and mobile operating system. will continue to deliver creativeinnovate and expand our wireless keyboard solutionsproduct lines as end users’ requirements evolve in this rapidly changing market segment.PowerPower continues to be a growing category and remains one of our primary focal points. Our designs for portable batteries enable charging any device that utilizes a USB port, including smartphones, tablets, handheld gaming systems, and digital cameras. In 2015, we introduced the ZAGG Power Amp™ line of portable chargers that feature an LED flashlight and unique, Quick Charge™technology that detects and delivers the fastest charge for hundreds of devices. This allows users to stay better connected to their worlds. We also offer a Golite power series of portable chargers under the iFrogz product line.iFrogz by ZAGGThe iFrogz name stands for fun, clever, and youthful mobile accessories, and has become a top name for audio products. This product line has had success with large retailers inside and outside of the United States. iFrogz became part of the ZAGG family in 2011.2CasesiFrogz began manufacturing cases in 2006, initially for the Apple iPod®. The market received these unique cases well due to their blend of fashion, quality, and design. Initially all sales were online, but in 2007 iFrogz began distributing case products through large retailers. Since then, iFrogz has expanded its case offerings to include a wide array of sleek, stylish, and protective cases for new generations of Apple iPod, iPhone®, iPad®, and Samsung Galaxy® smartphones and tablets.AudioOur iFrogz by ZAGG audio products focus on innovation and superior value. These include the Tadpole Active, one of the smallest Bluetooth personal speakers on the market.In 2007, iFrogz released its first audio products under the Ear Pollution™ product line. The eclectic selection of earbuds and headphones specifically targeted a younger demographic, but still appealed to a wide spectrum of consumers. Since the initial launch of the Ear Pollution audio line, this line of headphone and earbud products has expanded to include offerings for all ages under both Ear Pollution by ZAGG and iFrogz by ZAGG.For a more comprehensive overview of our business, we refer you to Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which is incorporated by reference herein.3855 South910 West Legacy Center Way, Suite 500, West, Suites B, C, D, I, J, K, L, M, N, O, P, Q, R and S, Salt Lake City,Midvale, Utah 84115. The84047. Our telephone number of the Company is 801-263-0699. Our(801) 263-0699, and our website address is www.ZAGG.com. The URL isaddresses are www.ZAGG.com and www.mophie.com (the URLs are included here as an inactive textual references. Informationreferences and information contained on, or accessible through, our websitewebsites is not a part of, and is not incorporated by reference into, this report.Common Stock: We may offer up to $100,000,000 of common stock together with an additional 80,114 shares of common stock acquired by foreclosure of a judgment lien, in one or more offerings. A prospectus supplement, which we will provide each time we offer common stock, will describe the specific amounts, prices and terms of the common stock. We are authorized to issue one class of common stock. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election by the holders of our common shares. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors. We may sell the common stock to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of common stock. Each prospectus supplement will set forth the names of any underwriter, dealer or agent involved in the sale of common stock described in that prospectus supplement and any applicable fees, commissions or discount arrangements with them. See “Plan of Distribution” in this prospectus. 3 Use of proceeds: Unless otherwise indicated in any prospectus supplement, the net proceeds from the sale of common stock offered by this prospectus will be used for general corporate purposes and working capital requirements. We may also use a portion of the net proceeds to fund possible investments in and acquisitions of complementary businesses, partnerships, minority investments, products or technologies. Currently, there are no commitments or agreements regarding such acquisitions or investments that are material. Risk factors: See “Risk Factors” for a discussion of the factors you should carefully consider before deciding to invest in shares of our common stock. Summary of the Offering of Common Stock by the Selling ShareholdersCommon Stock:The Selling Shareholders include seven (7) individuals and entities (identified and described more fully below) five (5) of whom may receive shares of our Common Stock upon the exercise by them of warrants to purchase shares of Common Stock. As appropriate, a prospectus supplement may be provided each time the Selling Shareholders offer their shares of common stock which describes the specific amounts, prices and terms of such sales of common stock. The Selling Shareholders may sell the common stock to or through underwriters, dealers or agents or directly to purchasers. Each prospectus supplement will set forth the names of any underwriter, dealer or agent involved in the sale of common stock described in that prospectus supplement and any applicable fees, commissions or discount arrangements with them. See “Plan of Distribution” in this prospectus.Use of proceeds:The Company will not receive any proceeds from the sales of shares by the Selling Shareholders. Upon the cash exercise of any of the warrants held by the Selling Shareholders, the Company will receive the cash payment of the exercise price for such warrants. Unless otherwise indicated in any prospectus supplement, the net proceeds from the exercise price of the warrants will be used for general corporate purposes and working capital requirements.Risk factors:See “Risk Factors” for a discussion of the factors you should carefully consider before deciding to invest in shares of our common stock.467 of our Annual Report on Form 10-Kfor10-Kfor our fiscal year ended December 31, 2014,2017, which is incorporated by reference in this prospectus, and may be amended, supplemented or superseded from time to time by other reports we file, have subsequently filed with the SEC, and may file in the future and any prospectus supplement related to a particular offering, for a discussion of particular factors you shouldconsidershouldconsider before determining whether an investment in any of the securities is appropriate for you. Any of the risks described in such reports and prospectus supplements could materially and adversely impair ourbusiness,ourbusiness, financial condition and operating results. In such case, the trading price, if any, of the common stock could decline or you could lose all or part of your investment.of 1933 and Section 21E of the Securities Exchange Act of 1934.Act. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-lookingaffecteffect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.competition. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We expressly disclaim anyundertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.orimpliedorimplied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or predict. Some of our forward-looking statements include the following:●Discussions of our planned implementation of business strategy;●Discussions of future financial performance;●Discussions of acquisition strategies;●Discussions of capital raising transactions; and●Discussions of our performance of contractual obligations.2014,2017, and any subsequently filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including reports filed after the date of this prospectus, which are incorporated by reference in this prospectus. See “Where You Can Find More Information.”514, 2015,6, 2018, we had 27,558,10827,793,179 shares of common stock outstanding. Our common stock is listed on the NASDAQ Global Market under the symbol “ZAGG.”ArticlesCertificate of Incorporation dodoes not provide for cumulative voting in the election of directors.AntitakeoverUnderunder our ArticlesCertificate of Incorporation and Bylaws.Amended and Restated ArticlesCertificate of Incorporation and Second Amended and Restated Bylaws, as amended, contain various provisions that could render more difficult certain unsolicited or hostile attempts to take us over, that could disrupt us, divert the attention of our directors, officers and employees and adversely affect the independence and integrity of our business. These provisions include:●Special Meetings of Stockholders — Our Second Amended and Restated Bylaws provide that special meetings of the stockholders may only be called by our Board of Directors, the Chairman of the Board, our Chief Executive Officer, or by stockholders holding not less than ten percent (10%) of the voting shares of the Company.●Advance Notice Bylaws — Under our Second Amended and Restated Bylaws, in order for a stockholder to properly bring a director nominee or any other business before an annual meeting of stockholders, or to propose a director nominee for purposes of a special meeting of stockholders, the stockholder must provide us with timely notice thereof (including, in the case of director nominations, certain information regarding the nominee and the proposing stockholder). This provision could make it more difficult for stockholders to propose business at our stockholder meetings.●Vacancies — Our Second Amended and Restated Bylaws provide that vacancies on our board may be filled by a majority of directors in office, although less than a quorum.6●Authorized but Unissued Shares — Subject to the rules of the NASDAQ Global Market, our Board of Directors may cause us to issue our authorized but unissued shares of common stock in the future without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger, or otherwise.Under Nevadaunder Delaware Law.Sections 78.411-78.444, inclusive,Nevada Revised Statutes (“NRS”Delaware General Corporation Law (the “DGCL”) contain provisions governing combinations, which we refer to as “Section 203,” regulating corporate takeovers.an interested stockholder. For purposes of the NRS, “combinations” include: (i) any merger or consolidation with any interesteda stockholder (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition to any interested stockholder of corporate assets with an aggregate market value equal to 5%who owns fifteen percent (15%) or more of the aggregate market value of the corporation’s consolidated assets, 5% or more of the outstanding shares of the corporation or 10% or more of the earning power or net income of the corporation; (iii) the issuance to any interested stockholder of voting shares (except pursuant to a share dividend or similar proportionate distribution) with an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding shares of the corporation, (iv) the dissolution of the corporation if proposed by or on behalf of any interested stockholder, (v) any reclassification of securities, recapitalization or corporate reorganization that will have the effect of increasing the proportionate share of the corporation’sour outstanding voting shares held by any interested stockholder and (vi) any receipt by the interested stockholder of the benefit (except proportionatelystock (otherwise known as a stockholder) of any loan, advance, guarantee, pledge or other financial assistance. For purposes of the NRS, an “interested stockholder” is defined to include any beneficial owner of more than 10% of any class of the voting securities of a Nevada corporation and any person who is); (ii) an affiliate of an interested stockholder; or (iii) an associate of the corporation and was at any time during the preceding three years the beneficial owner or more than 10% of any class of the voting securities of the Nevada corporation.Subject to certain exceptions, the provisions of the NRS governing combinations with interested stockholders provide that a Nevada corporation may not engage in a combination with an interested stockholder, for twothree years afterfollowing the date that the person firststockholder became an interested stockholder unlessstockholder.combination orabove provisions of Section 203 do not apply if (i) our Board of Directors approves the transaction by whichthat made the person first becamestockholder an “interested stockholder,” prior to the date of the transaction; (ii) after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least eighty-five percent (85%) of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or (iii) on or subsequent to the date of the transaction, the business combination is approved by the boardour Board of directors before the person first becameDirectors and authorized at a meeting of our stockholders, and not by written consent, by an interested stockholder.The NRS also contains a “control share acquisitions statute.” If applicable to a Nevada corporation this statute restricts the voting rightsaffirmative vote of certain stockholders referred to as “acquiring persons,” that acquire or offer to acquire ownershipat least two-thirds of a “controlling interest” in the outstanding voting stock of an “issuing corporation.” For purposes of these provisions a “controlling interest” means with certain exceptions the ownership of outstanding voting stock sufficient to enable the acquiring person to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of all voting power in the election of directors and “issuing corporation” means a Nevada corporation that has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation, and which does business in Nevada directly or through an affiliated corporation. The voting rights of an acquiring person in the affected shares will be restored only if such restoration is approvednot owned by the holdersinterested stockholder.a majoritythis provision either with an express provision in its original certificate of the voting power of the corporation. The NRS allows a corporationincorporation or in an amendment to “opt-out” of the control share acquisitions statute by providing in such corporation’s articlesits certificate of incorporation or bylaws that theapproved by its stockholders. We have not opted out of this provision. Section 203 could prohibit or delay mergers or other takeover or change in control share acquisitions statute does not applyattempts and, accordingly, may discourage attempts to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.Dr.,Drive, Henderson, NVNevada 89014.7This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under the shelf registration process, using this prospectus, together with a prospectus supplement, the six Selling Shareholders named below may sell, from time to time, in one or more offerings, up to an aggregate of 194,335 shares of our Common Stock, which includes 100,000 shares of our common stock issuable upon the exercise of certain warrants held by the Selling Shareholders.The Selling Shareholders include the following individuals and entities:Genesis Select Corporation – As of the date of this prospectus, Genesis Select Corporation (“GSC”) held warrants to purchase up to 50,000 shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. The warrants have an exercise price of $9.02, and expire on January 25, 2017. These warrants were granted on January 25, 2012 to GSC in connection with the consulting services provided by GSC to ZAGG in 2012.Budd Zuckerman – As of the date of this prospectus, Mr. Zuckerman held warrants to purchase up to 27,750 shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. The 27,750 warrants have an exercise price of $9.05 and an expiration date of January 26, 2016. These warrants were granted to GSC in connection with the services provided by GSC as part of a consulting service agreement in 2011, and then assigned by GSC to Mr. Zuckerman. Mr. Zuckerman is the President of GSC.Kim Rogers– As of the date of this prospectus, Ms. Rogers held warrants to purchase up to 15,000 shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. The 15,000 warrants have an exercise price of $9.05 and an expiration date of January 26, 2016. These warrants were granted to GSC in connection with the services provided by GSC as part of a consulting service agreement in 2011, and then assigned by GSC to Ms. Rogers. Ms. Rogers was a partner at GSC during 2011.Isaac Stokes – As of the date of this prospectus, Mr. Stokes held warrants to purchase up to 1,000 shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. The 1,000 warrants owned by Mr. Stokes have an exercise price of $9.05 and an expiration date of January 26, 2016. These warrants were granted to GSC in connection with the services provided by GSC as part of a consulting service agreement in 2011, and then assigned by GSC to Mr. Stokes. Mr. Stokes was a manager at GSC in 2011.Matt Selinger – As of the date of this prospectus, Mr. Selinger held warrants to purchase up to 6,250 shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. The 6,250 warrants have an exercise price of $9.05 and an expiration date of January 26, 2016. These warrants were granted to GSC in connection with the services provided by GSC as part of a consulting service agreement in 2011, and then assigned by GSC to Mr. Selinger. Mr. Selinger was a partner at GSC in 2011.Brandon T. O’Brien – As of the date of this prospectus, Mr. O’Brien held 73,927 shares of ZAGG common stock from the exercise of warrants to purchase shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. Mr. O’Brien received the warrants in November 2007 pursuant to an agreement between ZAGG and certain investors and shareholders who had received piggy-back registration rights, but who had not been permitted to have their securities included in a registration statement filed in 2007. Mr. O’Brien exercised these warrants on November 9, 2012.NLU Products, L.L.C. – As of the date of this prospectus, NLU Products, L.L.C. (“NLU”) held 20,408 shares of ZAGG common stock, the resales of which are included in this prospectus and any applicable prospectus supplement. NLU received the shares in November 2015, pursuant to an agreement among ZAGG, ZAGG Intellectual Property Holding Co., Inc. (“ZAGG IP”), and NLU, as consideration for the purchase by ZAGG IP of certain intellectual property assets owned by NLU. Under the terms of the agreement, ZAGG is required to file on or before December 1, 2015 a registration statement registering for resale the shares of ZAGG common stock issued to NLU and use its best efforts to cause such registration statement to be declared effective as promptly as possible after the filing thereof.8Mr. O’Brien is the former Chief Financial Officer and Ms. Rogers is a current executive of the Company, having joined the Company on June 3, 2014. Prior to joining the Company, Ms. Rogers was a partner at GSC. None of the other Selling Shareholders have served as an executive or director of the Company. As noted above, GSC provided consulting services to the Company, and Messrs. Zuckerman, Stokes, and Selinger, and Ms. Rogers were assigned warrants by GSC while working at GSC.The following table sets forth information relating to the ownership of the Company’s common stock by the Selling Shareholders. Prior to Offering After Offering Name Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Number of Shares Offered Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Genesis Select Corporation 50,000 (1) * 50,000 (1) - (8) - (8) Budd Zuckerman 27,750 (2) * 27,750 (2) - (8) - (8) Kim Rogers 15,000 (3) * 15,000 (3) - (8) - (8) Isaac Stokes 1,000 (4) * 1,000 (4) - (8) - (8) Matt Selinger 6,250 (5) * 6,250 (5) - (8) - (8) Brandon T. O’Brien 434,662 (6) 1.6 % 73,927 (6) 360,735 (9) 1.3 %(9) NLU Products, L.L.C. 20,408 (7) * 20,408 (7) - (9) - (9) * Less than 1%(1)Consisting of shares underlying warrants to purchase 50,000 shares of ZAGG common stock, with an exercise price of $9.02, and expiring on January 25, 2017.(2)Consisting of shares underlying warrants to purchase 27,750 shares of ZAGG common stock, with an exercise price of $9.05, and an expiration date of January 26, 2016.(3)Consisting of shares underlying warrants to purchase 15,000 shares of ZAGG common stock, with an exercise price of $9.05, and an expiration date of January 26, 2016.(4)Consisting of shares underlying warrants to purchase 1,000 shares of ZAGG common stock, with an exercise price of $9.05, and expiring on January 26, 2016.(5)Consisting of shares underlying warrants to purchase 6,250 shares of ZAGG common stock, with an exercise price of $9.05, and an expiration date of January 26, 2016.(6)Consisting of 73,927 shares of ZAGG common stock that were acquired on November 9, 2012 upon the exercise of warrants to purchase ZAGG common stock at an exercise price of $1.30 per share.(7)Consisting of 20,408 shares of ZAGG common stock that were acquired on November 23, 2015 in connection with the purchase of certain intellectual property assets by ZAGG’s wholly-owned subsidiary.(8)Assumes an exercise of all of the warrants held by the Selling Shareholder and the sale by the Selling Shareholder of all shares issued in connection with that hypothetical exercise. There is no assurance that the Selling Shareholder will exercise the warrants or sell any or all of the shares offered hereby. This number and percentage may change based on the Selling Shareholder’s decision to exercise the warrants and to sell or hold the shares.(9)Assumes the sale by the Selling Shareholder of all offered shares. There is no assurance that the Selling Shareholder will sell any or all of the shares offered hereby. This number and percentage may change based on the Selling Shareholder’s decision to sell or hold the shares.Additional information about the Selling Shareholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the Commission, which are incorporated by reference into this prospectus.9The Company will not receive any proceeds from the sales of shares by the Selling Shareholders. Upon the cash exercise of any of the warrants held by the Selling Shareholders, the Company will receive the cash payment of the exercise price for such warrants.As noted above, the Company will not receive any proceeds from the sales of shares by the Selling Shareholders. Upon the cash exercise of any of the warrants held by the Selling Shareholders, the Company will receive the cash payment of the exercise price for such warrants. Unless otherwise indicated in any prospectus supplement, the net proceeds from the exercise price of the warrants will be used for general corporate purposes and working capital requirements. and any Selling Shareholder may, from to time, offer the securities registered hereby up to the maximum amount. We and any Selling Shareholder may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We and any Selling Shareholder may sell the securities to or through underwriters or dealers, with or without an underwriting syndicate, through agents, or directly to one or more purchasers or a combination of these methods. We and any Selling Shareholder may distribute securities from time to time in one or more transactions or offerings:●at a fixed price or prices, which may be changed;●at market prices prevailing at the time of sale;●at prices related to such prevailing market prices; or●at negotiated prices or in competitive bid transactions.●the name or names of the underwriters, dealers or agents, if any, and the types and amounts of securities underwritten or purchased by each of them;●the purchase price of the securities and the proceeds we will receive from the sale;●any over-allotment options under which underwriters may purchase additional securities from us;●any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;●any public offering price;● any discounts or concessions allowed or reallowed or paid to dealers; and● any securities exchange or market on which the securities may be listed.10Any Selling Shareholders may also resell all or a portion of their shares of our common stock in transactions exempt from the registration requirements of the Securities Act in reliance upon Rule 144 under the Securities Act provided they meet the criteria and conform to the requirements of that rule, Section 4(1) of the Securities Act, or other applicable exemptions, regardless of whether the securities are covered by the registration statement of which this prospectus forms a part.Any Selling Shareholders, underwriters, broker-dealers, and agents that participate in the distribution of the securities may be deemed to be “underwriters” as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the securities, may be deemed to be underwriting discounts and commissions under the Securities Act. Additionally, because the Selling Shareholders may be deemed to be ”underwriters” within the meaning of Section 2(11) of the Securities Act, the Selling Shareholders may be subject to the prospectus delivery requirements of the Securities Act. and any Selling Shareholder may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment. and any Selling Shareholder may authorize underwriters, dealers, or agents to solicit offers by certain types of institutional investors or other purchasers to purchase our securities from them at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions or discounts we pay for solicitation of these contracts.11In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.20142017, and 2013,2016, and for each of the years in the three-year period ended December 31, 2014,2017, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20142017, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing.12●Our Annual Report on Form 10-K, for the year ended December 31, 2014, filed March 10, 2015, including portions of our Proxy Statement for the 2015 Annual Meeting of Stockholders to the extent specifically incorporated by reference therein;●Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 (filed May 6, 2015), June 30, 2015 (filed August 5, 2016) and September 30, 2015 (filed November 4, 2015);●Our Current Reports on Form 8-K filed February 24, 2015, March 20, 2015, May 5, 2015, June 11, 2015, June 12, 2015, June 16, 2015, June 25, 2015, July 15, 2015, August 4, 2015, August 25, 2015 and November 3, 2015; and●The description of our common stock contained in our Registration Statement on Form 8-A12B, filed November 5, 2009, including any amendment or report filed for purposes of updating such description.3855 South West, Suite JSalt Lake City,131 (800) SEC-0330.1-800-732-0330. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The address of that website is http://www.sec.gov. This reference to the SEC’s website is an inactive textual reference only, and is not a hyperlink.14TABLE OF CONTENTSItem 14. Other Expenses of Issuance and Distribution SEC Registration Fee $ 10,334.00 Legal Fees and Expenses $ * Accounting Fees and Expenses $ * NASDAQ Global Market Listing Fee $ * Printing Expenses $ * Miscellaneous $ * Total $ 10,334.00 SEC Registration Fee $ 10,070.00 Legal Fees and Expenses $ * Accounting Fees and Expenses $ * NASDAQ Global Market Listing Fee $ * Printing Expenses $ * Miscellaneous $ * Total $ 10,070.00 Item 15. Indemnification of Directors and Officers As permitted by 78.7502102(b)(7) of the Nevada Revised Statutes (“NRS”), the amended and restated articlesDGCL provides that a Delaware corporation, in its certificate of incorporation, may limit the personal liability of the Registrant provide that the Registrant shall indemnify each and every officer anda director to the fullest extent permitted by applicable state law. Consequently, the directors and officers of the Registrant generally will not be personally liable to the Registrantcorporation or theits stockholders for monetary damages unless:●The director’s or officer’s act or failure to act constitutes a breach of his or her fiduciary duties as a director or officer, and his or her breach of those duties involves intentional misconduct, fraud or a knowing violation of law; or●The director or officer does not act in good faith and in a manner which he or she reasonably believes to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, the director or officer has reasonable cause to believe his or her conduct was unlawful.Registrant’s second amendedindemnity may include expenses (including attorneys’ fees), judgments, fines and restated bylaws provideamounts paid in settlement actually and reasonably incurred by the person in connection with such action, so long as the person acted in good faith and in a manner he or she reasonably believed was in or not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.Registrant shall indemnify its directors and officersperson is to be liable to the fullest extent not prohibited bycorporation with respect to such claim.NRS providedDGCL provides that, the Registrant shall not be required to indemnify anyif a present or former director or officer has been successful in defense of any action referred to in Sections 145(a) and (b) of the DGCL, the corporation must indemnify such officer or director against the expenses (including attorneys’ fees) he or she actually and reasonably incurred in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directorsaction.Registrant, or (iii) such indemnification is provided by the Registrant,DGCL provides, in its sole discretion, pursuant to the powers vested in the Registrant under the NRS. The rights accruing to any person under the provisions of the Registrant’s bylaws do not exclude any other right to which an officer or directorgeneral, that a corporation may be entitled, including rights pursuant to the NRS, articles of incorporation, indemnification agreements, a vote of stockholders or disinterested directors, or otherwise.In accordance with permissive provisions in the Registrant’s second amendedpurchase and restated bylaws, we may maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against any liability asserted against and incurred by such person, in any such capacity, or arising out of his or her status as such, whether or not the corporation could indemnify the person against such liability under Section 145 of the DGCL.against any loss arising fromin any claim, asserted against himaction or proceeding arising in his or her capacity as a director or officer of the company or in connection with service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or officer makes a claim for indemnification.incurred by him or herofficers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in any such capacity.II-1Item 16. Exhibits Item 16.ExhibitsII-5II-6 of this registration statement. Item 17. Undertakings II-2II-3Salt Lake City,Midvale, Utah, on November 25, 2015.By:Randall L. HalesChris Ahern Chris Ahern By:/s/ Bradley J. Holiday Randall L. HalesBradley J. HolidayPresident, CEO & Director Chief Financial Officer (Principal(Principal Executive Officer) (Principal Accounting and Financial Officer) Signature Title Date November 7, 2018 November 7, 2018 Each person whose signature appears below hereby constitutes and appoints Cheryl Larabee, Randall L. Hales, and Bradley J. Holiday jointly and severally, his or her attorney-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign this Registration Statement, and any amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.Signature TitleDirector, Chairperson November 7, 2018 DateDirector November 7, 2018 Director November 7, 2018 Director November 7, 2018 /s/ Randall L. HalesRandall L. Hales President, CEO, & Director(Principal Executive Officer)November 25, 2015/s/ Bradley J. HolidayBrandon T. O’BrienChief Financial Officer(Principal Accounting and Financial Officer)November 25, 2015/s/ Cheryl A. LarabeeCheryl A. LarabeeDirector, ChairpersonNovember 25, 2015/s/ Daniel R. MaurerDaniel R. MaurerDirectorNovember 25, 2015/s/ E. Todd HeinerE. Todd HeinerDirectorNovember 25, 2015/s/ Scott StubbsScott StubbsDirectorNovember 25, 2015II-4EXHIBIT INDEXExhibit Number1.1 Underwriting Agreement (as applicable, to be filed by amendment hereto or pursuant to an Exchange Act report of registrant and incorporated herein by reference) 24.1Power of Attorney (see signature page) II-5