IDW MEDIA HOLDINGS, INC. Form S-1/A Filed 2021-06-21
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SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-06-21 SEC Accession No. 0001213900-21-033304 (HTML Version on secdatabase.com) FILER IDW MEDIA HOLDINGS, INC. Mailing Address Business Address 520 BROAD STREET 520 BROAD STREET CIK:1463833| IRS No.: 264831346 | State of Incorp.:DE | Fiscal Year End: 1031 NEWARK NJ 07102 NEWARK NJ 07102 Type: S-1/A | Act: 33 | File No.: 333-249511 | Film No.: 211031057 973-438-3385 SIC: 7310 Advertising Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the U.S. Securities and Exchange Commission on June 21, 2021 Registration No. 333-249511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State or jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification Number) 520 Broad St. Newark, NJ 07102 973-438-3385 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Ezra Rosensaft Chief Executive Officer IDW Media Holdings, Inc. 520 Broad St. Newark, NJ 07102 973-438-4485 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Dov Schwell, Esq. Schwell Wimpfheimer & Associates LLP 37 West 39th Street Suite 505 New York, New York 10018 (646) 328-0795 Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement is declared effective. 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, check the following box: ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Amount of to be Title of Each Class of Securities to Be Registered Offering Aggregate Registration Registered Price Per Offering Fee (1) Share(2) Price Class B common stock, par value $0.01 per share 2,051,002 $4.00 $ 8,204,008 $ 883.87(3) Total $4.00 $ 8,204,008 $ 883.87(3) The shares of Class B common stock being registered hereunder are being registered for resale by the selling stockholders named in (1) the accompanying prospectus. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as (2) amended (the “Securities Act)” based on the five-day average of the closing price of the Class B common stock on June 18, 2021 as reported on the OTC Pink Market. $883.87 was paid with pre-effective amendment no. 2 to the registration statement on Form S-1 filed with the Securities and (3) Exchange Commission on March 1, 2021. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 June 21, 2021 IDW MEDIA HOLDINGS, INC. Class B common stock This prospectus relates to the sale, from time to time, by the selling stockholders identified in this Prospectus (the “Selling Stockholders”) of up to 2,051,002 shares of our Class B common stock, par value $0.01 per share, (the “Resale Shares”). All of the Resale Shares were purchased by the Selling Stockholders pursuant to those certain subscription agreements, dated March 2, 2020 through March 6, 2020. The Resale Shares may be sold by the Selling Stockholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section entitled “Plan of Distribution” beginning on page 51 of this Prospectus. The Selling Stockholders may sell under this Prospectus some or all of their Resale Shares at a fixed price of $4.00 (the five-day average of the closing price from June 14, 2021 through June 18, 2021) for so long as our Class B common stock is quoted on OTC Pink Market whether into a public market or private sale, unless and until we achieve a listing of our Class B common stock on the NYSE American and maintain such listing at which time the Selling Stockholders may sell at market prices or at any price in privately negotiated transactions. An amendment will be filed with the Commission at a later date if NYSE American listing is achieved. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders. We will bear all costs relating to the registration of the Resale Shares. All selling and other expenses incurred by the Selling Stockholders will be borne by the Selling Stockholders. Our Class B common stock is quoted on the OTC Pink Market under the trading symbol “IDWM”. We intend to apply to have our Class B common stock listed on the NYSE American and request the symbol “IDW.” Holders of shares of Class B common stock are entitled to one-tenth of one vote for each share on all matters to be voted on by the stockholders. Holders of Class B common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. There are no conversion or redemption rights or sinking fund provisions with respect to the Class B common stock. The Company also has issued and outstanding shares of Class C common stock. Holders of shares of Class C common stock are entitled to three votes for each share on all matters to be voted on by the stockholders. Holders of Class C common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. Each share of Class C common stock may be converted, at any time and at the option of the holder thereof, into one fully paid and non-assessable share of Class B common stock. The Class B common stock is not convertible into Class C common stock. The beneficial ownership and the voting power of the holders of Class C will not be impacted by the sale of the Resale Shares by the Selling Stockholders. As of June 18, 2021, eight trusts for the benefit of sons and daughters of Howard S. Jonas, our Chairman of the Board, collectively have voting power over 1,733,750 shares of our common stock (which includes 545,360 shares of our Class C common stock (which is all the issued and outstanding shares of the Class C common stock), which are convertible into shares of our Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Class B common stock on a 1-for-1 basis, and 1,188,390 shares of our Class B common stock), representing approximately 67.9% of the combined voting power of our outstanding capital stock.