As
filed with the Securities and Exchange Commission on September 20, 2016.
Registration
No. 333-212361
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
S-1/A
Amendment No. 2 to
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Full
Spectrum Inc.
(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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Full
Spectrum Inc.
687 N. Pastoria Avenue
Sunnyvale, CA 94085
Telephone:
888-350-9994
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Stewart
Kantor
Chief Executive Officer
687 N. Pastoria Avenue
Sunnyvale, CA 94085
Telephone:
888-350-9994
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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With
copies to:
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Jay
Kaplowitz, Esq.
Richard Friedman, Esq.
David Manno, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32
nd
Floor
New York, NY 10006
(212)930-9700
Fax: (212) 930-9725
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Mitchell
Nussbaum, Esq.
Norwood Beveridge, Esq.
Lili Taheri, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000
Fax: (212) 407-4990
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_______________
A
pproximate
date of commencement of proposed sale to the public:
As soon as practicable after the
registration statement is declared effective.
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, 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.
¨
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):
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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x
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EXPLANATORY
NOTE
Full Spectrum Inc. is filing this pre-effective
Amendment No.2 (the “Amendment”) to the Registration Statement on Form S-1 (333-212361), as an exhibit-only filing
to file exhibits 3.3, 10.21, 10.22 and 10.23. Accordingly, this Amendment consists only of the facing page, this explanatory note,
Item 16 (a) of Part II of the Registration Statement, the signature page to the Registration Statement, the exhibit index and
the exhibits being filed with this Amendment. The prospectus and the balance of Part II of the Registration Statement are unchanged
and have been omitted.
Part
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
16.
Exhibits and Financial Statement Schedules
(a)
Exhibits
See
the Exhibit Index immediately following the signature page included in this registration statement.
(b)
Financial Statement Schedules.
See
“Index to Financial Statements” which is located on page F-1 of this prospectus.
II-1
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No.2 to the Registration Statement
on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California,
on September 20, 2016.
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FULL
SPECTRUM INC.
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By:
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/s/
Stewart Kantor
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Name:
Stewart Kantor
Title: Chief Executive Officer and Chairman
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Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement on Form S-1 has been signed
by the following persons in the capacities and on the dates indicated.
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/s/
Stewart Kantor
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Chief
Executive Officer and Chairman
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September
20, 2016
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Stewart
Kantor
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(Principal
executive officer)
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/s/
Guy Simpson
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Chief
Operating Officer
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September
20, 2016
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Guy
Simpson
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*
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Chief
Technology Officer and Director
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September
20, 2016
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Menashe
Shahar
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*
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Director
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September
20, 2016
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Richard
Silverman
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*
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Director
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September
20, 2016
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Richard
Cohen
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*
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Director
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September
20, 2016
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Derek
R. Reisfield
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*/s/
Stewart Kantor
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Stewart
Kantor
Attorney-in-fact
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II-2
EXHIBIT
INDEX
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1.1**
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Form
of Underwriting Agreement by and among the Registrant and the underwriters named therein
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3.1**
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Amended
and Restated Certificate of Incorporation of the Registrant, as amended
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3.2**
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Bylaws
of the Registrant, as amended and currently in effect
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3.3*
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation of the Registrant,
filed with the Secretary of State of the State of Delaware on September 2, 2016
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4.1**
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Form
of the Registrant’s common stock certificate
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4.2**
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Form
of 10% Convertible Note for Bridge Loan
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4.3**
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Form
of Warrant for Bridge Loan
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4.4**
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Promissory
Note dated September 2, 2014, by and between the Registrant and AM145 Holdings LLC in
the principal amount of $75,000
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4.5**
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Promissory
Note dated November 26, by and between the Registrant and AM145 Holdings LLC in the principal
amount of $30,000
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4.6**
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Promissory
Note dated January 21, 2015, by and between the Registrant and AM145 Holdings LLC in
the principal amount of $60,000
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4.7**
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Promissory
Note dated July 28, 2014, by and between the Registrant and AM145 Holdings LLC in the
principal amount of $175,000
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4.8**
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Promissory
Note dated October 7, 2014, by and between the Registrant and AM145 Holdings LLC in the
principal amount of $35,000
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4.9**
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Promissory
Note dated December 31, 2013, by and between the Registrant and Grove Industries Ltd.
in the principal amount of $250,000
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4.10**
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Form
of Representative’s Warrant (included in Exhibit 1.1)
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5.1**
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Opinion
of Sichenzia Ross Friedman Ference LLP
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10.1**
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2016
Equity Incentive Stock Plan
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10.2**
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Employment
Agreement, dated September 24, 2007, by and between the Registrant and Stewart Kantor
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10.3**
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Intellectual
Property Assignment Agreement, dated January 22, 2007, by and between the Registrant
and Stewart Kantor
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10.4**
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Employment
Agreement, dated September 24, 2007, by and between the Registrant and Menashe Shahar
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10.5**
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Intellectual
Property Assignment Agreement, dated January 22, 2007, by and between the Registrant
and Menashe Shahar
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10.6**
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Employment
Agreement, dated January 1, 2012, by and between the Registrant and Guy Simpson
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10.7**
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Indemnification
Agreement, dated October 1, 2007, by and between the Registrant and Stewart Kantor
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10.8**
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Indemnification
Agreement, dated October 1, 2007, by and between the Registrant and Menashe Shahar
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10.9**
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Lease
Agreement, dated November 11, 2013, between SCP-1, LP and the Registrant
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10.10**
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Form
of Stock Purchase Agreement by and among the Registrant and the Purchasers listed on
the signature pages thereto, dated December __, 2015, for the sale of an aggregate of
$750,000 in 10% Convertible Promissory Notes (the “Bridge Loan”)
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10.11**
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Stock
Purchase Agreement, by and among the Registrant, Choshen Israel Group and Menashe Shahar
and Stewart Kantor dated October 1, 2007, as amended and assigned to Northmatic Limited
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10.12**
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Stock
Purchase Agreement by and between the Registrant and Menashe Shahar dated January 22,
2007
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10.13**
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Stock
Purchase Agreement by and between the Registrant and Stewart Kantor dated January 22,
2007
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10.14**
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Stock
Option Agreement dated January 1, 2012 by and between the Registrant and Guy Simpson
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10.15**
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Stock
Option Agreement dated December 1, 2013, by and between the Registrant and Bryan Wing
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10.16**
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Stock
Option Agreement dated April 3, 2014, by and between the Registrant and Robert Burchard
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10.17**
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Stock
Option Agreement dated April 3, 2014, by and between the Registrant and Joe Kleinbort
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10.18**
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Loan
Agreement dated November 1, 2014 by and between the Registrant and Grove Industries Ltd.
for a loan in the amount of $210,000
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10.19**
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Loan
Agreement dated April 1, 2015 by and between the Registrant, Pat Oberbillig and Nancy
Kaster for a loan in the amount of $50,000
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II-3
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10.20**
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Restated
Development Agreement, dated July 12, 2012, by and between the Registrant and Lekha Wireless
Solutions Pvt. Ltd.
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10.21*
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Amendment
to the Employment Agreement, dated September 24, 2007, by and between the Registrant
and Stewart Kantor
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10.22*
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Amendment
to the Employment Agreement, dated September 24, 2007, by and between the Registrant
and Menashe Shahar
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10.23*
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Amendment
to the Employment Agreement, dated January 1, 2012, by and between the Registrant and
Guy Simpson
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23.1**
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Consent
of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)
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23.2**
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Consent
of Marcum LLP
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24.1**
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Power
of Attorney
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II-4
