SECURITIES AND EXCHANGE COMMISSION FORM S-1 General form of registration statement for all companies including face-amount certificate companies Filing Date: 2020-11-25 SEC Accession No. 0001493152-20-022576 (HTML Version on secdatabase.com) FILER CONVERSION LABS, INC. Mailing Address Business Address 800 THIRD AVENUE, SUITE 800 THIRD AVENUE, SUITE CIK:948320| IRS No.: 760238453 | State of Incorp.:DE | Fiscal Year End: 1231 2800 2800 Type: S-1 | Act: 33 | File No.: 333-250985 | Film No.: 201352080 NEW YORK NY 10022 NEW YORK NY 10022 SIC: 3990 Miscellaneous manufacturing industries (866) 351-5907 Copyright © 2020 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 November 25, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONVERSION LABS, INC. (Exact name of registrant as specified in its charter) Delaware 2833 76-0238453 (State of (Primary Standard Industrial (IRS Employer Incorporation) Classification Number) Identification Number) 800 Third Avenue, Suite 2800 New York, New York 10022 Tel: (855) 743-6478 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Copies to: Joseph M. Lucosky, Esq. Lawrence Metelitsa, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, New Jersey 08830 Tel. No.: (732) 395-4400 Fax No.: (732) 395-4401 (Address, including zip code, and telephone, including area code) Approximate date of proposed sale to the public: From time to time 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, 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. [ ] Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [ ] If an emerging growth company, indicate by checkmark if the registrant has not elected 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. [ ] CALCULATION OF REGISTRATION FEE Number of Proposed Proposed shares of Amount of Maximum Maximum Securities to be Registered common stock Registration Offering Price Aggregate to be Fee(2) Per Share Offering Price registered(1) Common Stock 3,368,421 $ 8.67(3) $ 29,204,210.07 $ 3,186.18 Common Stock underlying Common Stock 101,053 $ 4.75(4) $ 480,001.75 $ 49.32 Purchase Warrants Total 3,469,474 $ 29,684,211.82 $ 3,238.55 Includes up to an aggregate of 3,469,474 shares of the Company’s (as defined herein) common stock, par value $0.01 per share (the “Common Stock”) consisting of 3,368,421 shares of Common Stock, and up to 101,053 shares of Common Stock issuable upon (1) exercise of warrants (the “PA Warrants”) that may be sold from time to time pursuant to this registration statement by the Selling Stockholders (as defined herein) identified herein. The fee is calculated by multiplying the aggregate offering amount by .0001091, pursuant to Section 6(b) of the Securities Act of (2) 1933. Based on the closing price for our common stock on November 24, 2020 of $8.67. The shares offered, hereunder, may be sold by (3) the Selling Stockholders from time to time in the open market, through privately negotiated transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on exercise (4) price applicable to shares issuable upon exercise of warrants. 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 © 2020 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 NOVEMBER ___, 2020 Conversion Labs, Inc. 3,368,421 Shares of Common Stock 101,053 Shares of Common Stock underlying Common Stock Purchase Warrants Conversion Labs, Inc., a Delaware corporation (the “Company”), consummated a private placement offering (the “Offering”), whereby pursuant to that certain securities purchase agreement (the “Purchase Agreement”) entered into by the Company and certain accredited investors (collectively, the “Investors”) the Company sold to such Investors an aggregate of 3,368,421 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). BTIG, LLC (the “Placement Agent”) acted as exclusive placement agent for the Offering and received cash compensation equal to 6% of the Purchase Price and warrants to purchase 101,053 shares of the Company’s common stock, at an initial exercise price of $4.75 per share, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction (the “PA Warrants”). This prospectus relates to the offering and resale by the Investors, the Placement Agent or their registered assigns (each a “Selling Stockholder” and collectively the “Selling Stockholders”) identified herein of up to an aggregate of 3,469,474 shares of Common Stock of the Company. These shares include 3,368,421 shares of Common Stock, and 101,053 shares of Common Stock issuable upon exercise of the PA Warrants, issued pursuant to that certain Securities Purchase Agreement, dated October 30, 2020, by and among the Company and the Selling Stockholders. The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the securities in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 29 of this prospectus for more information. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders. Our Common Stock is currently quoted on the OTCQB under the symbol “CVLB.” On November 24, 2020 the closing price as reported on the OTCQB was $8.67 per share. This price will fluctuate based on the demand for our Common Stock. The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should this prospectus and the registration statement of which it forms a part before you invest in any securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. Our auditors have issued a going concern opinion. For more information please see the going concern opinion on page F-1 and the risk factors herein. 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. Copyright © 2020