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ACTIVECARE, INC. Form S-1/A Filed 2017-03-10

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ACTIVECARE, INC. Form S-1/A Filed 2017-03-10 SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2017-03-10 SEC Accession No. 0001213900-17-002209 (HTML Version on secdatabase.com) FILER ACTIVECARE, INC. Mailing Address Business Address 1365 WEST BUSINESS PARK 1365 WEST BUSINESS PARK CIK:1429896| IRS No.: 870578125 | State of Incorp.:DE | Fiscal Year End: 0930 DRIVE, SUITE 100 DRIVE, SUITE 100 Type: S-1/A | Act: 33 | File No.: 333-212589 | Film No.: 17683179 OREM UT 84058 OREM UT 84058 SIC: 3669 Communications equipment, nec 877-219-6050 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on March 10, 2017 Registration No. 333-212589 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ ACTIVECARE, INC. (Exact name of registrant as specified in its charter) _________________ Delaware 3669 87-0578125 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Incorporation or Organization) Classification Code Number) Number) 1365 West Business Park Drive Suite 100 Orem, Utah 84058 (877) 219-6050 (Address, including zip code, and telephone number including area code, of Registrant’s principal executive offices) _________________ Jeffrey Peterson Chief Executive Officer 1365 West Business Park Drive Suite 100 Orem, Utah 84058 (877) 219-6050 (Name, address, including zip code, and telephone number including area code, of agent for service) _________________ With copies to: Joseph M. Lucosky, Esq. Steven D. Uslaner, Esq. Lawrence Metelitsa, Esq. Mark F. Coldwell, Esq. Lucosky Brookman LLP Littman Krooks LLP 101 Wood Avenue South, 5th Floor 655 Third Avenue, 20th Floor Woodbridge, NJ 08830 New York, NY 10017 Tel. No.: (732) 395-4400 Tel. No.: (212) 490-2020 Fax No.: (732) 395-4401 Fax No.: (212) 490-2990 _________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after this 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 of 1933, check the following box. x Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Amount of Offering Registration Title of Each Class of Securities to be Registered Price(1) Fee(1) Units(2) $ 19,550,000(3) $ 2,265.85 Common Stock, par value $0.00001, included in the units(4) (6) (6) Warrants to Purchase Common Stock, included in the units(5) (6) (6) Shares of Common Stock issuable upon exercise of the Warrants included in the units(4)(5) 24,437,500(3) 2,832.31 Representatives’ Warrant to Purchase Common Stock(7) N/A N/A Shares of Common Stock issuable upon exercise of Representatives’ Warrant(4)(7) 1,221,875 141.62 Total $ 45,209,375 $ 5,239.78(8) ____________ (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). (2) Each unit consists of one share of common stock, $0.0001 par value per share, and one warrant to purchase one share of common stock, $0.0001 par value per share. (3) Includes units and shares of common stock the underwriters have the option to purchase to cover over-allotments, if any. (4) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. (5) The warrants are exercisable at a per share price equal to 125% of the public offering price. (6) Included in the price of the units. No fee required pursuant to Rule 457(g) under the Securities Act. (7) In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrant’s common stock underlying the Warrants and Representative’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. (8) Previously Paid. 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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 10, 2017 680,000 Units ActiveCare, Inc. We are offering up to units, each unit consisting of one share of our common stock, $0.00001 par value per share, and one warrant to purchase one share of our common stock, at an assumed public offering price of $25.00 per unit. The warrants included within the units are exercisable immediately, have an exercise price of $31.25 per share (125% of the public offering price of one unit) and expire five years from the date of issuance. The units will not be issued or certificated. Purchasers will receive only shares of common stock and warrants. The shares of common stock and warrants may be transferred separately, immediately upon issuance. The offering also includes the shares of common stock issuable from time to time upon exercise of the warrants. Our common stock is quoted on OTC Markets Group Inc. OTCQB quotation system (the “OTCQB”) under the trading symbol “ACAR”. We have applied to have our common stock and warrants listed on The Nasdaq Capital Market under the symbols “ACAR” and “ACARW,” respectively. No assurance can be given that our application will be approved. On March 9, 2017, the last reported sale price for our common stock on the OTCQB was $25.00 per share after giving effect to the 1-for-500 reverse stock split of our common stock which was effectuated on January 27, 2017 in order to facilitate NASDAQ listing approval. There is no established public trading market for the warrants. No assurance can be given that a trading market will develop for the warrants. Quotes for shares of our common stock on the OTCQB may not be indicative of the market price on a national securities exchange, such as The Nasdaq Capital Market. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. 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. Per Unit(1) Total Public offering price $ $ Underwriting discounts and commissions(2) $ $ Proceeds to us, before expenses $ $ ____________ (1) The public offering price and underwriting discount in respect of the Units corresponds to (i) a public offering price per share of common stock of $____ and (ii) a public offering price per warrant of $.____. (2) Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to Joseph Gunnar & Co., LLC, the representative of the underwriters. See “Underwriting” for a description of compensation payable to the Underwriters We have granted a 45-day option to the representative of the underwriters to purchase up to _____ additional shares of common stock and/or ______ additional warrants to purchase shares of common stock to be offered by us, solely to cover over-allotments, if any.
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