Loton, Corp (Exact Name of Registrant As Specified in Its Charter) ______
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As filed with the Securities and Exchange Commission on May 11 , 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ Loton, Corp (Exact Name of Registrant as Specified in Its Charter) _________________ Nevada (prior to reincorporation) Delaware (after reincorporation) 5812 98-0657263 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) _________________ 269 South Beverly Drive, Suite #1450 Beverly Hills, California 90212 (310) 601-2500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) _________________ Robert Ellin Executive Chairman and President Loton, Corp 269 South Beverly Drive, Suite #1450 Beverly Hills, California 90212 (310) 601-2500 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) _________________ Copies to: Allen Z. Sussman, Esq. Gregg A. Noel, Esq. Alan C. Enriquez, Esq. Jonathan Ko, Esq. Loeb & Loeb LLP Skadden, Arps, Slate, Meagher & Flom LLP 10100 Santa Monica Blvd, Suite 2200 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90067 Los Angeles, CA 90071 (310) 282-2000 (213) 687-5000 (310) 919-2200 (facsimile) (213) 687-5600 (facsimile) _________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. 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, as amended (the “Securities Act”), check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2) (B) of the Securities Act. ¨ CALCULATION OF REGISTRATION FEE Proposed maximum aggregate Amount of (1) Title of each class of securities to be registered offering price registration fee Common Stock, $0.001 par value per share $100,000,000 $11,590 ____________ (1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Assumes exercise in full of the underwriters’ option to purchase additional shares of common stock. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus Subject to Completion, dated May 11, 2017 Shares Loton, Corp Common Stock $ Per Share We are offering shares of our common stock. We currently expect the public offering price of our common stock will be between $ and $ per share. We intend to apply for listing of our common stock on under the symbol “LIVX” and the closing of this offering is contingent upon the successful listing of our common stock on a national securities exchange. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 10. Per Share Total Public offering price $ $ (1) Underwriting discount $ $ Proceeds, before expenses, to Loton, Corp $ $ (1) See “Underwriting” for a description of compensation payable to the underwriters. To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from us at the public offering price less the underwriting discount. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to the purchasers on , 2017. Sole Book-Running Manager BMO Capital Markets Prospectus dated , 2017 We are responsible for the information contained in this prospectus and in any free-writing prospectus we prepare or authorize. Neither we nor the underwriters have authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. TABLE OF CONTENTS Page Use of Market and Industry Data ii Trademarks, Service Marks and Trade Names ii Summary 1 Risk Factors 10 Special Note Regarding Forward-Looking Statements 30 Use of Proceeds 31 Price Range of our Common Stock 32 Dividend Policy 33 Capitalization 34 Dilution 35 Unaudited Pro Forma Condensed Combined Financial Statements 36 Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Business 47 Management 66 Executive Compensation 71 Certain Relationships and Related Party Transactions 76 Principal Stockholders 79 Description of Capital Stock 81 Shares Eligible for Future Sale 84 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock 87 Underwriting 90 Legal Matters 95 Experts 95 Where You Can Find More Information 95 Index to Financial Statements F-1 i USE OF MARKET AND INDUSTRY DATA This prospectus includes market and industry data that we have obtained from third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third party sources referred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this prospectus. Forecasts and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. TRADEMARKS, SERVICE MARKS AND TRADE NAMES This prospectus contains references to our trademarks, service marks and trade names and to trademarks, service marks and trade names belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way,