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, 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.
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. ☐
EXPLANATORY
NOTE
This
Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-254064) is filed to amend Item 16 of Part II thereof
and to replace Exhibit 4.3 previously filed with the new Exhibit 4.3 filed herewith and also updates certain information in Item
15. This Amendment No. 3 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary
prospectus has been omitted.
PART II – INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 13. Other Expenses of Issuance
and Distribution.
The following table sets forth all expenses
to be paid by the Company, other than underwriting discounts and non-accountable expense allowance, upon the completion of this
Offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the Nasdaq Capital Market
initial listing application fee.
|
|
Amount
|
|
SEC registration fee
|
|
$
|
2,611
|
|
FINRA filing fee
|
|
|
2,750
|
|
Nasdaq Capital Market listing fee
|
|
|
45,000
|
|
Legal fees and expenses
|
|
|
325,000
|
|
Accounting fees and expenses
|
|
|
60,000
|
|
Transfer agent and registrar fees
|
|
|
5,000
|
|
Miscellaneous
|
|
|
6,000
|
|
|
|
|
|
|
Total
|
|
$
|
446,361
|
|
Item 14. Indemnification of Directors
and Officers.
Our Articles of Incorporation and Bylaws
provide indemnification to our officers and directors to the fullest extent permitted by the NRS, and further indemnify any person
made, or threatened to be made, a party to an action or proceeding (but excluding an action by or in the right of the Company)
by reason of the fact that such person was a director or officer of the Company against judgments, fines, amounts paid in settlement,
and expenses, including attorneys’ fees actually incurred, if such director or officer acted in good faith for a purpose
which he or she reasonably believed to be in or not opposed to the best interests of the Company and, in criminal actions or proceedings,
had no reasonable cause to believe that his or her conduct was unlawful. The Articles of Incorporation and Bylaws further indemnify
any director or officer made, or threatened to be made, a party to any threatened, pending, or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director or officer,
or was serving at the request of the Company, against expenses, including attorneys’ fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by the person in connection with the action provided such person was acting
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Company.
In addition, to the extent that a director or officer has been successful on the merits or otherwise in defense of any such action,
suit, or proceeding, or in defense of any such claim, issue, or matter therein, the Articles of Incorporation and Bylaws provide
for indemnification to him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or
her in connection with the defense. Despite the foregoing, this specific indemnity from the Company is not available to such a
director or officer if (1) the presumption that such director or officer acted in good faith, on an informed basis and with a view
to the interests of the Company is rebutted, and (2) it is proven that such director’s or officer’s act or failure
to act constituted a breach of his or her fiduciary duties as a director or officer, and such breach involved intentional misconduct,
fraud or a knowing violation of law.
Furthermore, the NRS provide for broad
indemnification by corporations of their officers and directors, and offers a presumption that such officer or director has acted
in good faith, on an informed basis and with a view to the interests of the corporation, unless such presumption is successfully
rebutted.
The NRS also provide that no director or
officer is individually liable for damages as a result of an act or failure to act in his or her capacity as a director or officer
except if (1) the presumption that such director or officer acted in good faith, on an informed basis and with a view to the interests
of the Company is rebutted, and (2) it is proven that such director’s or officer’s act or failure to act constituted
a breach of his or her fiduciary duties as a director or officer, and such breach involved intentional misconduct, fraud or a knowing
violation of law. In addition, the NRS provide that any such indemnifiable person who has been successful on the merits or otherwise
in the defense of an applicable action or proceeding shall be affirmatively entitled to the foregoing indemnity. The NRS additionally
permit a corporation to advance expenses as they are incurred by a director or officer in defending an action or proceeding prior
to final disposition upon receipt of an undertaking by the applicable person to repay such advanced amount if the advancement is
ultimately found to not be permitted by law or otherwise.
In addition, we maintain directors’
and officers’ liability insurance which insures against liabilities that our directors and officers may incur in such capacities.
See also the undertakings set out in response
to Item 17 herein.
Item 15. Recent Sales of Unregistered
Securities.
On January 12, 2021, the Company issued
10,000 shares of common stock, valued at $49,900, to PCG Advisory, Inc. in consideration for its public relations-related consulting
services. Such shares were issued to PCG Advisory, Inc. pursuant to an exemption from the registration requirements of the Securities
Act by virtue of Section 4(a)(2) of the Securities Act because the Company believes: (i) the securities were offered and sold only
to an accredited investor; and (ii) PCG Advisory, Inc. had knowledge and experience in financial and business matters which allowed
it to evaluate the merits and risk of the receipt of these securities, and that it was knowledgeable about our operations and financial
condition. Further, there was no general solicitation or general advertising related to this issuance of shares.
On March 25, 2021, the Company granted
to its directors under the Company’s 2021 Stock Incentive Plan (i) options to purchase 30,000 shares of common stock, at
an exercise price of $11.10 per share; (ii) 47,500 shares of restricted stock; and (iii) 15,000 restricted stock units. These grants
were all made pursuant to an exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of
the Securities Act.
Pursuant to the terms of a Purchase
Agreement, dated April 11, 2021, between the Company’s indirect subsidiary, EcoChain Block, LLC (“EcoChain Block”)
and the seller of certain machinery, on April 12, 2021, the Company issued 20,405 shares of its common stock, valued at $207,106,
as a portion of the payment due and payable by the Company for certain machinery purchased by EcoChain Block for use in its cryptocurrency
mining business. Such shares were issued pursuant to an exemption from the registration requirements of the Securities Act by
virtue of Section 4(a)(2) of the Securities Act because the Company believes: (i) the securities were offered and issued only
to an accredited investor; and (ii) the party receiving such securities had knowledge and experience in financial and business
matters which allowed it to evaluate the merits and risk of the receipt of these securities, and that it was knowledgeable about
our operations and financial condition. Further, there was no general solicitation or general advertising related to this issuance
of shares.
Item 16. Exhibits and Financial Statement
Schedules.
(a) See the Exhibit Index on
the page immediately preceding the signature page hereto for a list of exhibits filed as part of this Amendment No. 2 to Registration
Statement on Form S-1, which Exhibit Index is incorporated herein by reference.
(b) No financial statement schedules
are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
The undersigned registrant
hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the purpose
of determining liability under the Securities Act to any purchaser:
(A) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That for the purpose
of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes
that:
(1) For purposes of
determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose
of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.