你不就是千仔咯？不然就是仙家。
魔线很快就在纳斯达克上市了，有劳你费心。
http://www.getfilings.com/sec-filings/160617/Moxian-Inc_S-1.A/
As filed with the Securities and Exchange Commission on June 17, 2016 Registration No. 333-210250
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A (Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOXIAN, INC.
(Exact name of registrant as specified in its charter)
Nevada | | | | 27-3729742 | (State or other jurisdiction of
incorporation or organization) | | (Primary standard industrial
classification code number) | | (I.R.S. employer
identification number) |
Block A, 9/F, Union Plaza
5022 Binjiang Avenue
Futian District Shenzhen City, Guangdong Province, China
+86 (0)755-66803251 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 228 Park Ave South, #82217 New York, NY 10003 (U.S. correspondence address of registrant) VCorp Services, LLC
25 Robert Pitt Dr #204,
Monsey, NY 10952
(845) 425-0077
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum, Esq.
David Levine, Esq. Tahra Wright, Esq. Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
Fax: (212) 937-3943 | Ralph V. De Martino, Esq. Cavas S. Pavri, Esq. F. Alec Orudjev, Esq. Schiff Hardin LLP 901 K Street, Suite 700 Washington, DC 20001 (202) 778-6400 |
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 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. ☐ 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. | Large Accelerated Filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐
(Do not check if smaller reporting company) | Smaller reporting company ☒ |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee(2) | | | Common Stock, $0.001 par value | | $ | 50,000,000 | | | $ | 5,035.00 | | | Underwriter Warrants (3) | | $ | - | | | $ | - | | | Common Stock Underlying Underwriter Warrants (4) | | $ | 1,200,000 | | | $ | 120.84 | | | Total | | $ | 51,200,000 | | | $ | 5,155.84 | (5) |
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price, including the offering price of warrants to be issued to the underwriters and common stock underlying such warrants. (3) No fee is required pursuant to Rule 457(g) under the Securities Act. Resales of the underwriter warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act are registered hereby (4) Resales of shares of common stock issuable upon exercise of the underwriter warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act are also registered hereby. (5) 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 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.
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 an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Preliminary Prospectus dated June 17, 2016
MOXIAN, INC.
[●] shares of common stock
Moxian, Inc. is offering [●] shares of common stock, par value $0.001 per share. The offering is being made on a “best efforts” basis without a firm commitment by the underwriter, who has no obligation or commitment to purchase any of our shares. There is no minimum number of shares that must be sold in order to consummate the offering. The underwriters are only required to use their best efforts to sell the shares offered.
We are a reporting company under Section 13(a) of the Securities Exchange Act of 1934, as amended. Our common stock is currently quoted on the OTCQB Marketplace (the “OTCQB”) under the symbol “MOXC.” On June , 2016, the last reported closing bid price of our common stock was $[●] per share. There is a limited public trading market for our common stock. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “MOXC.” Investing in our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 6 of this prospectus before purchasing shares of our common stock.
| | | | | | | | | Public Offering Price Per Share | | $ | | | | $ | | | Underwriting discounts and commissions (1) | | $ | | | | $ | | | Proceeds to Moxian (before expenses) | | | | | | | | |
| (1) | Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering, payable to Axiom Capital Management Inc., the representative of the underwriters. See “Underwriting” beginning on page 54 of this prospectus for additional information regarding total underwriter compensation. |
In addition to the underwriting discounts and commissions listed above and the non-accountable expense allowance described in the footnote, we have agreed to issue Axiom Capital Management Inc. warrants, exercisable commencing 180 days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or the commencement of sales in this offering for a period of five years, to purchase shares of common stock equal to 4% of the total number of shares sold in this offering and may be exercisable on a cashless basis at a per share price equal to the public offering price (the “Underwriters’ Warrants”). The registration statement of which this prospectus is a part also covers the Underwriters’ Warrants and the shares of common stock issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriters, please see “Underwriting” beginning on page 54.
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.
The underwriters expect to deliver the shares of common stock to purchasers on , 2016. Axiom Capital Management Inc. | Cuttone & Co., Inc. |
The date of this prospectus is , 2016
Read more: http://www.getfilings.com/sec-filings/160617/Moxian-Inc_S-1.A/#ixzz4BwGrLrJE
有兴趣的，请自己去看完整的招股书，不会很厚，只是60页而已。为了避免浪费佳礼的资源，我只是将前几页放在这里。
实在不好意思，这回有人要失望了，@ksmhuat
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