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3am

Filed: 12 Oct 18, 2:13pm

 

Registration No.: 333-210544

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

Amendment No. 6

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

3AM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

7370

 

35-2553515

(State or other Jurisdiction of Incorporation)

 

(Primary Standard Industrial Classification Code)

 

(IRS Employer Identification No.)

 

2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722

1-702-446-0810

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

InCorp Services, Inc.

2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722

 

(702) 866-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies of communications to:

William L. Macdonald

Macdonald Tuskey

409-221 West Esplanade

North Vancouver, Canada

Tel. No.: (604) 973-0579 Fax No.: (604) 973-0280

 

As soon as practicable after the effective date of this registration statement

(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: [X]

 

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, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

Emerging growth Company

[X]

 

 



 

 

Calculation of Registration Fee

 

Title of Each Class of Securities to be Registered

 

Amount to be Registered

 

Proposed Maximum Offering Price Per Unit(1)

 

Proposed Maximum Aggregate Offering Price

 

Amount of Registration Fee(2)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock, par value $0.001 per share

 

20,000,000

 

$

0.01

 

$

200,000

 

$

20.14

 

(1)The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). 

 

(2)Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o). 

 

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.



 

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the Company, are as follows:

 

 

 

 

 

SEC Registration Fee

 

$

20.14

Accounting/Administrative Fees and Expenses

 

$

15,000

Blue Sky Fees/Expenses

 

$

1,000

Legal Fees/Expenses

 

$

15,000

Transfer Agent Fees

 

$

5,000

Miscellaneous Expenses

 

$

2,000

Total

 

$

38,020.14

 

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above.

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our directors and officers are indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

On February 2, 2015, we issued a total of 3,500,000 common shares to our President, Simon Gee for total consideration of $35,000, or $0.01 per share.

 

On November 26, 2014, we issued a total of 1,000,000 common shares to our Vice President, Gordon Rioux for total consideration of $10,000, or $0.01 per share.

 

The shares were issued to both subscribers pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation S of the Securities Act of 1933 on the basis that the subscribers represented to us that they were not a “U.S. Person” as such term is defined in  Regulation S.


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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

 

Exhibit No.

 

Document Description

3.1

 

Articles of Incorporation(incorporated by reference to our Registration Statement on Form S-1 filed on April 1, 2016 as Exhibit 3.1).

3.2

 

Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 1, 2016 as Exhibit 3.2).

5.1

 

Opinion of W.L. Macdonald Law Corporation [Filed herewith]

10.1

 

Letter of intent with 3AM Enterprises, Inc., dated February 1, 2016 (incorporated by reference to our Registration Statement on Form S-1 filed on April 1, 2016 as Exhibit 10.1).

10.2

 

Form of Subscription Agreement in connection with the Offering (incorporated by reference to our Amended Registration Statement on Form S-1/A filed on April 2, 2018 as Exhibit 10.2).

23.1

 

Consent of MaloneBailey, LLP, Certified Public Accountants (incorporated by reference to our Amended Registration Statement on Form S-1/A filed on September 25, 2018 as Exhibit 23.1).

23.2

 

Consent of Saturna Group Chartered Professional Accountants LLP (incorporated by reference to our Amended Registration Statement on Form S-1/A filed on September 25, 2018 as Exhibit 23.2).

23.3

 

Opinion of W.L. Macdonald Law Corporation [incorporated by reference to Exhibit 5.1 filed herewith].  

 

UNDERTAKINGS

 

The undersigned registrant hereby undertakes:

 

1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: 

 

(i)To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; 

 

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and 

 

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any change to such information in the registration statement. 

 

2.That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

 

3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

 

4.For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of the securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 

 

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; 

 

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; 

 

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and 

 

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. 


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5.Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 

 

6.That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: 

 

(i)If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 


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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Toronto, Province of Ontario, Canada, on this 12th day of October 2018.

 

3AM TECHNOLOGIES, INC.

 

 

By:

/s/Simon Gee

 

Simon Gee

 

President and Director

 

Principal Executive Officer

 

Principal Financial Officer

 

Principal Accounting Officer

 

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

 

 

By:

/s/Simon Gee

 

Simon Gee

 

President and Director

 

Principal Executive Officer

 

Principal Financial Officer

 

Principal Accounting Officer

 

 

By:

/s/Gordon Rioux

 

Gordon Rioux

 

Vice President and Director

 

Date: October 12, 2018

 

 

 


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