NextTrip, Inc. — Capital/Financing Update 2018

Nov 30, 2018

S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on November 30, 2018 Registration No. 333-______

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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SIGMA LABS, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-1865814
(State
or other jurisdiction of incorporation or organization)	(I.R.S.
Employer Identification No.)

3900 Paseo del Sol

Santa Fe, NM 87507

(505) 438-2576

(Address of principal executive offices)

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2013 EQUITY INCENTIVE PLAN, AS AMENDED, OF SIGMA LABS, INC.

(Full title of the plan)

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John Rice, President and Chief Executive Officer

Sigma Labs, Inc.

3900 Paseo del Sol

Santa Fe, NM 87507

(Name and address of agent for service)

(505) 438-2576 (Telephone number, including area code, of agent for service)

Copy to: Darren Freedman TroyGould PC 1801 Century Park East, Suite 1600 Los Angeles, California 90067 (310) 553-4441

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. (Check one):

[ ] Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [X] 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. [ ]

CALCULATION OF REGISTRATION FEE

| Title
of securities to be registered | Amount
to be registered (1) | Proposed maximum offering price per
share | | Proposed maximum aggregate offering price | | Amount
of registration fee |
| --- | --- | --- | --- | --- | --- | --- |
| Common
Stock, $0.001 par value per share | 851,149
shares (2) | $ 1.49 | (2) | $ 1,268,212.01 | (2) | $ 153.71 |
| Common
Stock, $0.001 par value per share | 48,851
shares (3) | $ 1.79 | (3) | $ 87,443.29 | (3) | $ 10.60 |
| Total | 900,000
shares | — | | $ 1,355,655.30 | | $ 164.31 |

| (1) | Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers,
in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that
may become issuable under the 2013 Equity Incentive Plan, as amended (the “Plan”), as a result of the anti-dilution
adjustment provisions contained therein regarding stock splits, stock dividends and similar transactions. |
| --- | --- |
| (2) | Represents
shares reserved for issuance pursuant to future awards under the Plan. The proposed maximum offering price per share and maximum
aggregate offering price for these shares were estimated pursuant to Rules 457(c) and 457(h) of the Securities Act on the
basis of the $1.49 average of the high and low trading prices of the registrant’s common stock, as reported on The NASDAQ
Capital Market on November 23, 2018. |
| (3) | Represents
shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and
maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis
of the exercise price of such options of $1.79 per share. |

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EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Sigma Labs, Inc., a Nevada corporation (the “Company”), to register 900,000 shares of common stock of the Company in addition to those previously registered on the Company’s Registration Statements on Form S-8 (File Nos. 333-197616, 333-212612 and 333-222369) filed with the Securities and Exchange Commission on July 24, 2014, July 21, 2016 and December 29, 2017, respectively, for issuance pursuant to the Company’s 2013 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of such previously filed Registration Statements, except that the provisions contained in Part II of such earlier Registration Statements are modified as set forth in this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

We hereby incorporate by reference the following documents previously filed with the SEC:

| ● | Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on April 17, 2018; |
| --- | --- |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 15, 2018, Quarterly Report on Form 10-Q for
the quarter ended June 30, 2018 filed on August 14, 2018, and Quarterly Report on Form 10-Q for the quarter ended September
30, 2018 filed on November 14, 2018; |
| ● | Our
Current Reports on Form 8-K filed on January 17, 2018, January 24, 2018, February 27, 2018, March 6, 2018, April 6, 2018,
April 25, 2018, May 24, 2018, June 26, 2018, August 7, 2018, September 14, 2018 and October 23, 2018, respectively; and |
| ● | The
description of our stock contained in our registration statement on Form 8-A filed on February 14, 2017 pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description. |

All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Under no circumstances shall any information furnished prior to or subsequent to the date hereof under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

ITEM 4. Description of Securities

This item is not applicable because the class of securities of the Company to be offered under this Registration Statement (i.e., the Company’s common stock, par value $0.001 per share), is registered under Section 12 of the Securities Exchange Act of 1934, as amended.

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ITEM 8. Exhibits

The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:

| Exhibit
No. | Exhibit
Description |
| --- | --- |
| 4.1 | 2013 Equity Incentive Plan, as amended, of Sigma Labs, Inc. (the “Plan”) (previously filed by the Company as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on September 7, 2018, and incorporated herein by reference). |
| 4.2 | Form of Nonqualified Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.2 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 4.3 | Form of Incentive Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 4.4 | Form of Restricted Stock Agreement for the Plan (previously filed by the Company as Exhibit 4.4 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 5.1 | Opinion of TroyGould PC with respect to the securities being registered (included with this registration statement). |
| 23.1 | Consent of Pritchett, Siler & Hardy, P.C. (included with this registration statement). |
| 23.2 | Consent of Haynie & Company (included with this registration statement). |
| 23.3 | Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1). |
| 24.1 | Power of Attorney (contained on the signature page of this Registration Statement). |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe, State of New Mexico, on November 30, 2018.

| SIGMA
LABS, INC. | |
| --- | --- |
| By: | /s/
John Rice |
| | John
Rice |
| | President
and Chief Executive Officer |

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John Rice as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on November 30, 2018.

Signature	Title
/ s/
JOHN RICE	President,
Chief Executive Officer (principal executive officer) and Chairman of the Board
John
Rice
/s/
NANNETTE TOUPS	Chief
Financial Officer, Treasurer and Secretary (principal financial and accounting officer)
Nannette
Toups
/s/
SALVATORE BATTINELLI	Director
Salvatore
Battinelli
/s/
DENNIS DUITCH	Director
Dennis
Duitch
/s/
FRANK J. GAROFALO	Director
Frank
J. Garofalo
/s/
KENT SUMMERS	Director
Kent
Summers

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EXHIBIT INDEX

The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:

| Exhibit
No. | Exhibit
Description |
| --- | --- |
| 4.1 | 2013 Equity Incentive Plan, as amended, of Sigma Labs, Inc. (the “Plan”) (previously filed by the Company as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on September 7, 2018, and incorporated herein by reference). |
| 4.2 | Form of Nonqualified Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.2 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 4.3 | Form of Incentive Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 4.4 | Form of Restricted Stock Agreement for the Plan (previously filed by the Company as Exhibit 4.4 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 5.1 | Opinion of TroyGould PC with respect to the securities being registered (included with this registration statement). |
| 23.1 | Consent of Pritchett, Siler & Hardy, P.C. (included with this registration statement). |
| 23.2 | Consent of Haynie & Company (included with this registration statement). |
| 23.3 | Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1). |
| 24.1 | Power of Attorney (contained on the signature page of this Registration Statement). |

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