Small Company Offering and Sale of Securities Without Registration (d)
February 10 2020 - 5:03PM
Edgar (US Regulatory)
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NoneEntity Type | 0000788611 | FRAMEWAVES INC MESSIDOR LTD |
x
Corporation
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Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
SIGMA LABS, INC. |
| Jurisdiction of Incorporation/Organization |
| NEVADA |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| SIGMA LABS, INC. | |
| Street Address 1 | Street Address 2 |
| 3900 PASEO DEL SOL | |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| SANTA FE | NEW MEXICO | 87507 | (505) 438-2576 |
| Last Name | First Name | Middle Name |
| Rice | John | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | President and Chief Executive Officer |
| Last Name | First Name | Middle Name |
| Orzechowski | Frank | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Financial Officer |
| Last Name | First Name | Middle Name |
| Garofalo | Frank | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Battinelli | Salvatore | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Duitch | Dennis | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Summers | Kent | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Ruport | Mark | |
| Street Address 1 | Street Address 2 |
| 3900 Paseo del Sol | |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Fe | NEW MEXICO | 87507 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Executive Chairman |
|
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| Agriculture | | Health Care |
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| Retailing |
| | Banking & Financial Services | |
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| Biotechnology |
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| Restaurants |
| |
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| Commercial Banking | |
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| Health Insurance | | Technology |
| |
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| Insurance | |
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| Hospitals & Physicians | |
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| Computers |
| |
o
| Investing | |
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| Pharmaceuticals | |
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| Telecommunications |
| |
o
| Investment Banking | |
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| Other Health Care | |
x
| Other Technology |
| |
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| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
o
| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
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| Lodging & Conventions |
| |
o
| Commercial | |
o
| Tourism & Travel Services |
| |
o
| Construction | |
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| Other Travel |
| |
o
| REITS & Finance |
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| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
o
| No Revenues |
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| No Aggregate Net Asset Value |
|
o
| $1 - $1,000,000 |
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| $1 - $5,000,000 |
|
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| $1,000,001 - $5,000,000 |
o
| $5,000,001 - $25,000,000 |
|
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| $5,000,001 - $25,000,000 |
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| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
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| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2020-01-28 |
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| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
o
| Yes |
x
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
o
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
x
| Other (describe) |
| | This covers two interrelated offerings: (i) $1,600,000 for Series D Preferred Stock, Common Stock warrants and warrants to purchase Series D Preferred Stock; and (ii) $500,000 for Series E Preferred Stock and Common Stock Warrants. |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
o
| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 25000 USD |
| Recipient | Recipient CRD Number |
o
| None |
| Dawson James Securities, Inc. | 130645 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 1 NORTH FEDERAL HIGHWAY | NONE |
| City | State/Province/Country | ZIP/Postal Code |
| BOCA RATON | FLORIDA | 33432 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
COLORADO
MASSACHUSETTS
NEVADA
NEW YORK
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 2100000 USD |
o
Indefinite |
| Total Amount Sold | $ 2100000 USD | |
| Total Remaining to be Sold | $ 0 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| The amount does not include proceeds from the exercise of warrants to purchase shares of the Company's Common Stock and Series D Convertible Preferred Stock |
|
o
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 8 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 168000 USD |
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| Estimate |
| Finders' Fees | $ 0 USD |
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| Estimate |
| |
| Clarification of Response (if Necessary) |
| Dawson James also received warrants to purchase 170,035 shares of Common Stock |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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