June 1, 2020
UNDER
THE SECURITIES ACT OF 1933
Delaware | | | 27-4749725 | | |
| (State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) | |
| 96 Morton Street, 9th Floor New York, New York (212) 261-9000 | | |||
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | |
96 Morton Street, 9th Floor
New York, New York 10014(212) 261-9000(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
| With a copy to: | | |||
| Sven-Olof Lindblad President and Chief Executive Officer Lindblad Expeditions Holdings, Inc. 96 Morton Street, 9th Floor New York, New York 10014 (212) 261-9000 | | | Steven B. Chameides, Esq. John J. Wolfel, Esq. Foley & Lardner LLP 3000 K Street, N.W., Suite 600 Washington, D.C. 20007-5109 (202) 672-5300 | |
| (Name, address, including zip code, and telephone number, including area code, of agent for service) | |
Sven-Olof Lindblad
President and Chief Executive Officer
Lindblad Expeditions Holdings, Inc.
96 Morton Street, 9th Floor
New York, New York 10014(212) 261-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:Steven B. Chameides, Esq.
John J. Wolfel, Esq.
Foley & Lardner LLP
3000 K Street, N.W., Suite 600
Washington, D.C. 20007-5109
(202) 672-5300
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
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| Large accelerated filer ☐ | | | Accelerated filer ☒ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
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CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered |
Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum offering price | Amount of registration fee | ||||||||||||
Common Stock, par value $0.0001 per share, underlying Warrants | 16,100,000 | (2) | $ | 11.50 | (3) | $ | 185,150,000 | $ | 21,514.43 | |||||||
Common Stock, par value $0.0001 per share | 4,625,000 | (4) | $ | 9.12 | (5) | $ | 42,156,875 | $ | 4,898.63 | |||||||
Warrants to purchase Common Stock, par value $0.0001 per share | 6,100,000 | (6) | -- | (7) | -- | (7) | -- | (7) | ||||||||
Total | $ | 227,306,875 | $ | 26,413 |
| Amount to Be Registered(2)(3) | | | Proposed Maximum Aggregate Offering Price(3)(4) | | | Amount of Registration Fee | | | |||||||||||||
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Securities | | | | | | |||||||||||||||||
Units(1) | | | | | | |||||||||||||||||
Total | | | | | — | | | | | $ | 300,000,000(5) | | | | | $ | 38,940.00(5) | | | |
(Subject to completion, dated August 28, 2015)
Preliminary Prospectus
4,625,000 Shares of Common Stock
6,100,000 Warrants to Purchase Common Stock
This prospectus relates to the issuance by us of (i) 10,000,000 shares of our common stock, par value $0.001 per share (referred to as “common stock”), upon the exercise of warrants originally issued as part of units in our initial public offering (referred to as “public warrants”); (ii) 5,600,000 shares of our common stock upon the exercise of warrants originally sold in a private placement that closed simultaneously with the consummation of our initial public offering (referred to as “sponsor warrants”) and (iii) 500,000 shares of our common stock upon the exercise of warrants issued in connection with conversion of $500,000 of convertible notes into warrants (referred to as “conversion warrants” and together with the public warrants and the sponsor warrants, the “warrants”).
This prospectus also relates to the resale by the selling security holders namedsecurities described in this prospectus, from time to time, in one or their permitted transfereesmore offerings, in amounts, at prices and on terms determined at the times of (i) 4,625,000 shares ofofferings.
Each warrant entitlescarefully before you invest.
We are an “emerging growth company” as defined under the Jumpstart Our Business Startups Act and will therefore be subject to reduced public company reporting requirements.
distribution.
Investment$8.31 per share. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities commission 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.
The date of this prospectus is ___________, 2015.
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About This Prospectus
Information.”
Unless
“Forward-Looking” Information
Theother information includedwe include or incorporationincorporate by reference intoin this prospectus contains statements thatand any prospectus supplement. In particular, you should consider the company believesrisk factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Item 1A of our
The Company
Overview
We were originally incorporated in Delaware on August 9, 2010otherwise, except as a blank check company to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities.
On July 8, 2015, we completed a series of mergers whereby Lindblad Expeditions, Inc., a New York corporation, became our wholly-owned subsidiary. As consideration for the mergers, the total purchase price consisted of an aggregate of (i) $90.0 million in cash (a portion of which was paid as transaction bonuses) and (ii) 20,017,787 shares of our common stock. We also assumed outstanding stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of our common stock with an exercise price of $1.76 per share.
Immediately following the mergers, we changed our name to Lindblad Expeditions Holdings, Inc. required by law.
Lindblad Expeditions, Inc. was founded in 1979 by Sven-Olof Lindblad, whose father, adventure-travel pioneer Lars-Eric Lindblad, led some of the first non-scientific groups of travelers to Antarctica in 1966 and the Galapagos in 1967. Sven-Olof Lindblad founded Lindblad Expeditions, Inc. in order to offer innovative and educational travel expeditions to the world’s most remarkable places.
We currently operate a fleet of six expedition ships owned by our subsidiaries and four seasonal charter vessels. Our mission is offeringto offer life-changing adventures on all seven continents,around the world and pioneeringpioneer innovative ways to allow our guests to connect with exotic and remote places. Our expedition ships are customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing us to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Many of these expeditions involve travel to remote places, with limited infrastructure and ports (such as Antarctica and the Arctic) or places that are best accessed by a ship (suchsuch as the Galapagos,Arctic, Antarctica, the Galápagos, Alaska, Baja’s Sea of Cortez, Costa Rica, Panama, Churchill and Panama)Africa. We operate a fleet of nine owned expedition ships and have contracted for a new polar ice class vessel, the
Upondelivered in the closingfourth quarter of the mergers, Sven-Olof Lindblad, Mark D. Ein, L. Dyson Dryden, John M. Fahey and Paul J. Brown were elected or re-elected, as the case may be, as our directors, with Mark D. Ein being designated as Chairman. 2021.
continually seek to optimize our charter fleet to balance our inventory with demand and maximize yields. We use our charter inventory as a mechanism to both increase travel options for our existing and prospective guests and to test demand for certain areas and seasons to understand the potential for longer term deployments and additional vessel needs.
We are a Delaware corporation and our
The Offering
The following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus.
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(1) The number
Risk Factors
See “Risk Factors”initial offering price and the net proceeds will be contained in the prospectus supplement and/or other information incorporated by referenceoffering material relating to such offering.
Risk Factors
Investment in any securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K, our most recent Quarterly Report on 10-Q and any subsequent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained orwhich is incorporated by reference into this prospectus and attached as updatedan exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.” We refer to this indenture as the “indenture.”
Use
Issuanceredemption will be given to each holder of Common Stock Underlying Warrants:
Wethe debt securities to be redeemed not less than 15 nor more than 60 days prior to the date set for such redemption (or within such period as otherwise specified as contemplated by the indenture for debt securities of a series). This notice will receiveidentify the debt securities to be redeemed and will include the following information: the redemption date; the redemption price (or the method of calculating such price); if less than all of the proceeds from any cash exerciseoutstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the warrants. Ifparticular debt securities to be redeemed; the place or places where such debt securities are to be surrendered for payment of the redemption price; and, if applicable, the CUSIP number of the debt securities to be redeemed.
Resalepremium, if any, and interest on a global security registered in the name of Common Stock and Warrantsor held by Selling Security Holders:
WeThe Depository Trust Company, or DTC, or its nominee will not receivebe made in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global security. If any of the proceedsdebt securities is no longer represented by a global security, payment of interest on certificated debt securities in definitive form may, at our option, be made by check mailed directly to holders at their registered addresses. See “— Book-Entry; Delivery and Form; Global Securities.”
Price Range of Securities and Dividends
Our common stock and warrants are traded on The NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively. The following table sets forth the high and low sales prices for our common stock and warrants for the periods indicated since the common stock and warrants commenced public trading separately on July 1, 2013.
Units* | Common Stock | Warrants | ||||||||||||||||||||||
Period | High | Low | High | Low | High | Low | ||||||||||||||||||
Fiscal 2015: | ||||||||||||||||||||||||
Third Quarter** | N/A | N/A | $ | 10.85 | $ | 8.20 | $ | 2.48 | $ | 0.80 | ||||||||||||||
Second Quarter | $ | 13.80 | $ | 10.52 | $ | 12.00 | $ | 10.20 | $ | 2.71 | $ | 1.05 | ||||||||||||
First Quarter | $ | 10.50 | $ | 9.85 | $ | 10.20 | $ | 8.91 | $ | 1.10 | $ | 0.26 | ||||||||||||
Fiscal 2014: | ||||||||||||||||||||||||
Fourth Quarter | $ | 10.37 | $ | 9.90 | $ | 9.88 | $ | 7.86 | $ | 0.54 | $ | 0.32 | ||||||||||||
Third Quarter | $ | 10.60 | $ | 9.97 | $ | 10.05 | $ | 8.90 | $ | 0.55 | $ | 0.28 | ||||||||||||
Second Quarter | $ | 12.21 | $ | 9.90 | $ | 10.53 | $ | 9.66 | $ | 0.69 | $ | 0.49 | ||||||||||||
First Quarter | $ | 10.95 | $ | 10.05 | $ | 9.89 | $ | 9.62 | $ | 0.65 | $ | 0.49 | ||||||||||||
Fiscal 2013: | ||||||||||||||||||||||||
Fourth Quarter | $ | 12.95 | $ | 10.00 | $ | 9.75 | $ | 9.55 | $ | 0.79 | $ | 0.60 | ||||||||||||
Third Quarter*** | $ | 10.24 | $ | 10.00 | $ | 10.10 | $ | 9.26 | $ | 1.05 | $ | 0.40 | ||||||||||||
Second Quarter*** | $ | 10.20 | $ | 10.01 | -- | -- | -- | -- |
Holders
As of August 26, 2015, there was 10 holders of recordcertain provisions of our common stock and 11 holders of record of our warrants.
Dividends
We have not paid any cash dividends on our common stock to date and it is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future. The payment of dividends is also subject to restrictions pursuant to oursecond amended and restated credit facility.
Descriptioncertificate of Capitalincorporation, amended bylaws and certain provisions of applicable law. The following is only a summary and is qualified by applicable law and by the provisions of our second amended and restated certificate of incorporation and amended bylaws, copies of which are included as exhibits to the registration statement of which this prospectus forms a part. We are incorporated in the State of Delaware. The rights of our stockholders are generally covered by Delaware law and our second amended and restated certificate of incorporation and amended bylaws. The terms of our capital stock are therefore subject to Delaware law, including the Delaware General Corporation Law.
Warrants
As of August 26, 2015, 16,100,000 warrants are outstanding, consisting of 10,000,000 public warrants, 5,600,000 sponsor warrants and 500,000 conversion warrants.
Public Warrants.Each public warrant currently entitles the registered holder to purchase one share of our common stock at a price of $11.50 per whole share, subject to adjustment as discussed below. However, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days of July 8, 2015, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise such public warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their public warrants on a cashless basis. If a warrant holder is able to exercise a public warrant on a cashless basis, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the public warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. Public warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The public warrants will expire on July 8, 2020 at 5:00 p.m., New York City time, unless early exercised or redeemed.
Sponsor Warrants and Conversion Warrants.The sponsor warrants and the conversion warrants are identical to the public warrants except that such warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis pursuant to the formula set forth above, at the holder’s option, and will not be redeemable us, in each case so long as they are still held by the initial purchasers or their affiliates.
Redemption. We may call the warrants for redemption (excluding the sponsor warrants and any conversion warrants so long as they are still held by the initial purchasers or their affiliates), in whole and not in part, at a price of $0.01 per warrant:
The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.
The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” If a warrant holder is required to exercise a warrant on a cashless basis, such holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. In this case, the “fair market value” shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive stock issuances.
Warrant Agreement.The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants (including the sponsor and conversion warrants) in order to make any change that adversely affects the interests of the registered holders.
Adjustments.The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.
Exercise.The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Ownership Limitations.Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding.
Fractions.No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up or down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
Outstanding Stock Options and 2015 Long-Term Incentive Plan
2015 Plan.Our board of directors and stockholders approved the 2015 Long-Term Incentive Plan (referred to as the “2015 Plan”) providing us with the ability to issue up to 2,500,000 shares of our common stock to our
Outstanding Stock Options. In connection with the mergers with Lindblad, certain stock options previously granted by Lindblad under the Lindblad Expeditions, Inc. 2012 Stock Incentive Plan (the “Lindblad Plan”) were assumed by us and converted into options to purchase shares of our common stock. We assumed outstanding stock options and converted such options into options to purchase an aggregate of 3,821,696 shares of our common stock with an exercise price of $1.76 per share. The options will vest and become exercisable as follows:
The vesting schedule as set forth above is subject to the executive’s continued employment through the applicable vesting date, provided that in the event a Qualifying Termination occurs (as defined in each of the respective option award agreements), any such options that would have vested within the next 12 months following the termination date if the executive had remained employed will accelerate and vest upon termination.
Registration Rights
Certain The Company filed a Form S-3 resale registration statement required by this registration rights agreement that was declared effective by the SEC on September 16, 2015. As of the date of this prospectus, holders have one demand remaining under this registration rights agreement.
IPO. As of the date of this prospectus, holders have two demands remaining under this registration rights agreement.
SELLING SECURITY HOLDERS
The selling security holders
The securities being offering for resale by the selling security holders named in this prospectus or their permitted transferees consistprice at which such number of (i) 4,625,000 shares of our common stock originally sold in a private placement to our initial stockholders prior to our initial public offering; (ii) 5,600,000 sponsor warrants originally sold in a private placement that closed simultaneously with the consummation of our initial public offering and (iii) 500,000 conversion warrants issued in connection with conversion of $500,000 of convertible notes into warrants.
The selling security holders include the following individuals (or their affiliated entities): Mark D. Ein, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha. Messrs. Calcano, Donaldson and Sodha previously served as members of our Board of Directors until our mergers with Lindblad Expeditions, Inc. on July 8, 2015. Messrs. Ein and Dryden currently serve as members of our Board of Directors with Mr. Ein serving as Chairman of the Board. Prior to the mergers with Lindblad Expeditions, Inc. on July 8, 2015, Mr. Ein served as our Chief Executive Officer, Treasurer and Secretary, and Mr. Dryden served as our Chief Financial Officer. The securities being registered for resale by the selling security holders by this prospectus are pursuant to a registration rights agreement with us.
In connection with our initial public offering, each of the selling security holders entered into an escrow agreement pursuant to which their shares of common stock or preferred stock may be purchased priorupon such exercise;
The selling security holders may offer, sell or distribute all or a portion of their securities publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sale by the selling security holders of the securities owned by the selling security holders. We will bear all costs, expenses and fees in connection with the registration of these securities and the selling security holders will bear all commissions and discounts, if any, attributable to their saleprice at which such number of securities.
The following table provides, asunits of August 26, 2015, information regarding the beneficial ownership of our common stock and warrants held by each selling security holder, thesuch other securities that may be sold by each selling security holder under this prospectus and the number and percentage of securities that each selling security holder will beneficially own after this offering if they sell allpurchased upon such securities. The percentage of beneficial ownership is calculated based on 44,717,759 outstanding shares of common stock as of August 26, 2015. Derivative securities exercisable or convertible into shares of our common stock within sixty (60) days of August 26, 2015 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding securities, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*). Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The business address of each of the selling security holders is 509 7th Street, N.W., Washington, D.C. 20004.
Because each selling security holder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling security holder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the securities covered by this prospectus will be beneficially owned by the selling security holders and further assumed that the selling security holders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling security holders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, after exercise;
prospectus supplement and/or other offering material relating to such warrants.
See the section entitled “Plan of Distribution” for further information regarding the stockholders’ method of distributing these shares.
Name of Selling Security Holder | Number of Shares Beneficially Owned Prior to Offering | Number of Shares of Common Stock Offered | Number of Warrants Offered | Number of Shares Beneficially Owned After Offering | ||||||||||||||||||||
Number | Percentage | Number | Percentage | |||||||||||||||||||||
Capitol Acquisition Management 2 LLC(1) | 7,461,091 | 15.3 | % | 3,456,416 | 4,004,675 | -- | -- | |||||||||||||||||
L. Dyson Dryden(2) | 2,380,142 | 5.2 | % | 1,045,251 | 1,334,891 | -- | -- | |||||||||||||||||
Lawrence Calcano(3) | 294,589 | * | 41,111 | 253,478 | -- | -- | ||||||||||||||||||
Richard C. Donaldson(4) | 294,589 | * | 41,111 | 253,478 | -- | -- | ||||||||||||||||||
Piyush Sodha(5) | 294,589 | * | 41,111 | 253,478 | -- | -- |
Plan of Distribution
Issuance of Common Stock Underlying Warrants:
Pursuant to the terms of the warrants, shares of our common stock will be issued to those warrant holders who, directly or through their broker, banker, trustee or other nominee, surrender the certificates representing the warrants or provide exercise instructions with respect to uncertificated warrants and provide payment of the exercise price, or select the cashless exercise option, if available, to the warrant agent. We do not know if or when any warrants will be exercised. We also do not know whether or in what manner any of the shares of common stock acquired upon exercise will be sold.
We will bear all costs, expenses and fees in connection with the registration and issuance of the common stock issuable upon exercise of the warrants. We will not bear any of the brokerage commissions, selling expenses or similar costs related to any resales of the common stock.
Resale of Common Stock and Warrants by Selling Security Holders:
We are registering common stock and warrants offered by this prospectus on behalf of the selling security holders named herein. The selling security holders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling common stock and/or warrants received after the date of this prospectus from a selling security holder as a gift, pledge, limited liability company or partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their securities on The NASDAQ Capital Market or any other stock exchange,change), at market or trading facility on which such securities are traded or in private transactions. These dispositions may be at fixed prices at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varyingvarious prices determined at the time of sale or at negotiatedprices related to prevailing market prices.
The selling security holders
The selling security holders may be resold from time to time pledgein one or grant a security interestmore transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters. If any underwriter or underwriters are utilized in some or all of the securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell their securities, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. The selling security holders also may transfer their securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our securities, or interests therein,unless otherwise indicated in the selling security holders may enter into hedging transactions with broker-dealers applicable prospectus supplement and/or other financial institutions, which may in turn engage in short salesoffering material, the obligations of our securities in the course of hedgingunderwriters are subject to certain conditions precedent, and that the positions they assume. The selling security holders may also sell their securities short and deliver these securitiesunderwriters will be obligated to close out their short positions, or loan or pledgepurchase all such securities to broker-dealers thatif any are purchased.
The aggregate proceeds to the selling security holders from the sale of the securities in respect of which this prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Transactions through brokers or dealers may include block trades in which brokers or dealers will attempt to sell shares as agent but may position and resell as principal to facilitate the transaction or in crosses, in which the same broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the securities so offered and sold.
The sellingshort position. Stabilizing transactions permit bids to purchase the underlying security holders also may resell all orso long as the stabilizing bids do not exceed a portion of their securities in open marketspecified maximum. Short covering transactions in reliance upon Rule 144 under the Securities Act of 1933, as amended, provided that the rule is available and they meet the criteria and conform to the requirements of that rule.
The selling security holders and any broker-dealers that act in connection with the sale of securities might be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and any commissions received by such broker-dealers and any profit on the resaleinvolve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by them while acting as principals might be deemedthe dealer are purchased in a covering transaction to be underwriting discounts or commissions undercover short positions. Those activities may cause the Securities Actprice of 1933, as amended.
To the extent required, the securities to be sold,higher than it would otherwise be. If commenced, the namesunderwriters may discontinue any of the selling security holders,activities at any time. An underwriter may carry out these transactions on NASDAQ, in the respective purchase pricesover-the-counter market or otherwise.
We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holdersother offering material for the purpose of satisfying the prospectus delivery requirements of the Securities Act of 1933, as amended. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of their securities against certain liabilities, including liabilities arising under the Securities Act of 1933, as amended.
We have agreed to indemnify the selling security holders against liabilities, including certain liabilities under the Securities Act of 1933, as amended and state securities laws, relating to the registration of the securities offered by this prospectus.
We are required to pay all of our fees and expenses incident to the registration of the securities covered by this prospectus. All discounts, commissions or fees incurred in connection with the sale of securities offered hereby will be paid by the selling security holders.
Where You Can Find More Information
such securities.
Incorporation of Certain Documents by Reference
www.sec.gov.
to our principal executive offices at:
Legal Matters
The validity of the securities offered by this prospectus will be passed upon for any underwriters or agents by counsel named in the applicable prospectus supplement. The opinions of Foley & Lardner LLP and counsel for any underwriters or agents may be conditioned upon and may be subject to assumptions regarding future action required to be taken by us and any underwriters, dealers or agents in connection with the issuance of any securities. The opinions of Foley & Lardner LLP and counsel for any underwriters or agents may be subject to other conditions and assumptions, as indicated in the prospectus supplement.
The financial statements of Lindblad Expeditions, Inc., a New York corporation, at December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 have been so incorporated herein in reliancereport given on the reportauthority of Marcum LLP, independent registered publicsuch firm as experts in accounting firm, given upon such firm’s authority as an expert in auditing and accounting.
auditing.
| | | Amount to be paid | | |||
SEC Registration Fee | | | | $ | 38,940 | | |
Accounting Fees and Expenses | | | | | * | | |
Legal Fees and Expenses | | | | | * | | |
Miscellaneous Expenses (including any applicable listing fees, printing fees, and transfer agent fees and expenses) | | | | | * | | |
Total | | | | $ | * | | |
Amount | ||||
Securities and Exchange Commission registration fee | $ | 26,413 | ||
Legal fees and expenses | $ | 15,000 | ||
Accounting fees and expenses | $ | 10,000 | ||
Miscellaneous Expenses | $ | 3,000 | ||
Total | $ | 54,413 |
reflected in the applicable prospectus supplement.
Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
Exhibits.
(4)
(5)
registrant;
June 1, 2020.
Signature | | | Title | | |
| |||||
/s/ Sven-Olof Lindblad Sven-Olof Lindblad | | | President, Chief Executive Officer | ||
(Principal Executive Officer) | | ||||
| |||||
/s/ Craig I. Felenstein | | Chief Financial Officer | |||
(Principal Financial and Accounting Officer) | | ||||
| |||||
/s/ Mark D. Ein | |||||
Mark D. Ein | | | Chairman of the Board of Directors | | |
| /s/ Bernard W. Aronson Bernard W. Aronson | | | Director | |
| /s/ Elliott Bisnow | | | Director | |
| |||||
| /s/ Daniel J. Hanrahan Daniel J. Hanrahan | | | Director | |
| /s/ L. Dyson Dryden L. Dyson Dryden | | | Director | |
| /s/ John M. Fahey | ||||
John M. Fahey | | ||||
| Director | ||||
|
| Signature | | | Title | |
| /s/ Catherine B. Reynolds Catherine B. Reynolds | | | Director | |
| /s/ Thomas S. (“Tad”) Smith, Jr. Thomas S. (“Tad”) Smith, Jr. | | | Director | |
| /s/ Sarah Farrell Sarah Farrell | | | Director | |
EXHIBIT INDEX
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