As filed with the Securities and Exchange Commission on August 24, 2018
Registration No. 333-224497
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1
to the
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NewBridge Global Ventures, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
8748
(Primary Standard Industrial
Classification Code Number)
|
84-1089377
(I.R.S. Employer
Identification No.)
|
|
NewBridge Global Ventures, Inc.
626 East 1820 North
Orem, UT 84097
801-362-2115
|
|
Action Stock Transfer Corporation
2469 East Fort Union Boulevard, Suite 214
Salt Lake City, Utah 84121
(801) 274-1088
|
|
(Address, including zip code and telephone
number, including area code, of registrant’s
principal executive offices)
|
|
(Name, address, including zip code and telephone
number, including area code, of agent for service)
|
Copies to:
J. Martin Tate, Esq.
Lance Lehnhof, Esq.
Carman Lehnhof Israelsen, LP
299 S. Main Street, Suite 1300
Salt Lake City, UT 84111
(801) 534-4435
Approximate date of commencement of proposed sale to public
: From time to time after the effective date of this registration statement, as shall be determined by the selling stockholder identified herein.
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: [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: [X] 333-224497
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, a 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 (Check one):
|
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
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Smaller reporting company [X]
Emerging growth company [X]
|
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 in Section 7(a)(2)(B) of the Securities Act.
þ
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act.
2
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-224497), initially filed by the Registrant on July 12, 2018 and declared effective by the Securities and Exchange Commission on July 20, 2018. The Registrant is filing this Post-Effective Amendment No. 1 pursuant to 462(b) for the sole purpose of amending the Selling Stockholder Table found in the Registration Statement to correct the holdings of certain shareholders. This Post-Effective Amendment No. 1 does not change the number of shares being registered or otherwise modify any provision of Part I or Part II of the Registration Statement other than supplementing the Selling Stockholder Table in Part I as set forth below to correct the names of the shareholders holding such shares.
3
Selling Stockholder Table
|
Name(1)
|
|
Securities Beneficially Owned Prior to Offering
|
|
Securities Being Offered
|
Securities Beneficially Owned After Offering (2)
|
|
% Beneficial Ownership After Offering(3)
|
|
Brian Mertz (4)(5)
|
|
8,333
|
|
|
8,333
|
0
|
|
0%
|
|
Mikael Nygaard (4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Glenn Vestergaard(4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Martin H. Clausen(4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Ole Dormann(4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Kenneth S. Jakobsen (4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Line D. Hansen(4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Peter Holvad(4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Rafal Jakubowski (4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Bernadino B. Coque (4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
Stefan Dall (4)
|
|
200
|
|
|
200
|
0
|
|
0%
|
|
LF Investments ApS (6)
|
|
71,667
|
|
|
71,667
|
0
|
|
0%
|
|
Hans Kjaer Holding A/S (6)
|
|
47,824
|
|
|
47,824
|
0
|
|
0%
|
|
Mikkel Kessler (7)
|
|
9,669
|
|
|
9,669
|
0
|
|
0%
|
|
Mads Wissing(7)
|
|
9,669
|
|
|
9,669
|
0
|
|
0%
|
|
Chunmeilin Holdings (7)
|
|
4,834
|
|
|
4,834
|
0
|
|
0%
|
|
Jan Bech Andersen(7)(8)
|
|
24,172
|
|
|
24,172
|
0
|
|
0%
|
|
Bernardino B. Coque (9)
|
|
186
|
|
|
186
|
0
|
|
0%
|
|
Brent Ostergaard(9)
|
|
4,769
|
|
|
4,769
|
0
|
|
0%
|
|
LF Investments(9)
|
|
23,844
|
|
|
23,844
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0
|
|
0%
|
|
Brian Palm Svaneeng Mertz(4)(5)(9)
|
|
2,384
|
|
|
2,384
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0
|
|
0%
|
|
Memp ApS(9)
|
|
19,167
|
|
|
19,167
|
0
|
|
0%
|
|
Stig Jensen(9)
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|
4,769
|
|
|
4,769
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0
|
|
0%
|
|
Rune Egholm E426 ApS(9)
|
|
477
|
|
|
477
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0
|
|
0%
|
|
Kaj Pedersen(9)
|
|
477
|
|
|
477
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0
|
|
0%
|
4
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Hugo Svaneeng Holding ApS (9)
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|
4,769
|
|
|
4,769
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0
|
|
0%
|
|
Buhlras ApS(9)
|
|
2,400
|
|
|
2,400
|
0
|
|
0%
|
|
Jan Bech (8)(9)
|
|
23,844
|
|
|
23,844
|
0
|
|
0%
|
|
Nicholas Almskov(9)
|
|
473
|
|
|
473
|
0
|
|
0%
|
|
Fre-Ka ApS(9)
|
|
2,867
|
|
|
2,867
|
0
|
|
0%
|
|
P.E. Holding Holbaek ApS(9)
|
|
4,667
|
|
|
4,667
|
0
|
|
0%
|
|
Mad Frederiksen (4)
|
|
1,087
|
|
|
1,087
|
0
|
|
0%
|
|
Morten Krarup (4)
|
|
725
|
|
|
725
|
0
|
|
0%
|
|
Morten Nedgaard Albaek (4)
|
|
725
|
|
|
725
|
0
|
|
0%
|
|
Ole Sigetty (4)
|
|
725
|
|
|
725
|
0
|
|
0%
|
|
Soren Jonassen (4)
|
|
725
|
|
|
725
|
0
|
|
0%
|
|
Nicolai Grue Nymark (4)
|
|
725
|
|
|
725
|
0
|
|
0%
|
|
Ole Sigetty (4)
|
|
2,138
|
|
|
2,138
|
0
|
|
0%
|
|
Soren Jonassen (4)
|
|
1,034
|
|
|
1,034
|
0
|
|
0%
|
|
Mads Frederiksen (4)
|
|
8,197
|
|
|
8,197
|
0
|
|
0%
|
|
Kodiak Capital Group, LLC (10)
|
|
161,290
|
|
|
161,290
|
0
|
|
0%
|
|
Mads Frederiksen (4)
|
|
8,197
|
|
|
8,197
|
0
|
|
0%
|
|
Voluntas Advisory (4)
|
|
12,295
|
|
|
12,295
|
0
|
|
0%
|
|
Anette Norgaard (4)
|
|
4,781
|
|
|
4,781
|
0
|
|
0%
|
|
Kristoffer Ewald (4)
|
|
4,781
|
|
|
4,781
|
0
|
|
0%
|
|
Allan J. Vestergaard (4)
|
|
24,590
|
|
|
24,590
|
0
|
|
0%
|
|
Jorgen Buhl Rasmussen (4)
|
|
8,197
|
|
|
8,197
|
0
|
|
0%
|
|
Ole Sigetty (4)
|
|
8,197
|
|
|
8,197
|
0
|
|
0%
|
|
Brian Palm Svaneeng Mertz (5)
|
|
154,161
|
|
|
154,161
|
0
|
|
0%
|
|
Voluntas Advisory (4)
|
|
29,500
|
|
|
29,500
|
0
|
|
0%
|
|
MEMP ApS (10)
|
|
1,214,333
|
|
|
1,214,333
|
0
|
|
0%
|
|
Jon Martin Tate (4)(15)
|
|
32,258
|
|
|
32,258
|
0
|
|
0%
|
|
Brian Palm Svaneeng Mertz (11)
|
|
129,032
|
|
|
129,032
|
0
|
|
0%
|
5
|
Zat Invest (11)
|
|
268,800
|
|
|
268,800
|
0
|
|
0%
|
|
Hans Kjaer Holding (11)
|
|
268,800
|
|
|
268,800
|
0
|
|
0%
|
|
Jorn P. Jensen (10)
|
|
4,098
|
|
|
4,098
|
0
|
|
0%
|
|
Scott A Cox (4)(13)
|
|
1,100,000
|
|
|
1,100,000
|
0
|
|
0%
|
|
Mark Mersman (4)(12)
|
|
1,100,000
|
|
|
1,100,000
|
0
|
|
0%
|
|
GHS Investments, LLC (14)
|
|
1,850,000
|
|
|
1,850,000
|
0
|
|
0%
|
|
Morten Haugaard (6)
|
|
62,500
|
|
|
62,500
|
0
|
|
0%
|
|
Michael Hollman (6)
|
|
62,500
|
|
|
62,500
|
0
|
|
0%
|
|
Frank D. Berry (6)
|
|
50,000
|
|
|
50,000
|
0
|
|
0%
|
|
Donald C. Strein Jr.(6)
|
|
62,500
|
|
|
62,500
|
0
|
|
0%
|
|
St. John Family Living Trust, Gary and Sherri St. John (6)
|
|
30,000
|
|
|
30,000
|
0
|
|
0%
|
|
Colorado National Bank, FBO Jeffrey Watkins (6)
|
|
33,750
|
|
|
33,750
|
0
|
|
0%
|
|
Go Fund, LLC (16)
|
|
800,000
|
|
|
800,000
|
0
|
|
0%
|
|
Michell Lilly-Hester (17)
|
|
100,000
|
|
|
100,000
|
0
|
|
0%
|
|
Katherine Hill (17)
|
|
100,000
|
|
|
100,000
|
0
|
|
0%
|
|
Verde Mountain Fund, LLC (17)
|
|
335,000
|
|
|
335,000
|
0
|
|
0%
|
|
Donald and Janece Cox, JWROS (17)
|
|
200,000
|
|
|
200,000
|
0
|
|
0%
|
|
Mark T. Mersman (12)(17)
|
|
200,000
|
|
|
200,000
|
0
|
|
0%
|
|
Gregory Smith, MD, Inc. (17)
|
|
200,000
|
|
|
200,000
|
0
|
|
0%
|
|
WorkMed Consulting, LLC (17)
|
|
100,000
|
|
|
100,000
|
0
|
|
0%
|
|
Susan Marie Mersman (17)
|
|
100,000
|
|
|
100,000
|
0
|
|
0%
|
|
Tomas Garlock (17)
|
|
400,000
|
|
|
400,000
|
0
|
|
0%
|
|
William Petruski (17)
|
|
145,000
|
|
|
145,000
|
0
|
|
0%
|
|
Erica Rene Herbert (17)
|
|
55,000
|
|
|
55,000
|
0
|
|
0%
|
|
Verhulp Family Trust (17)
|
|
20,000
|
|
|
20,000
|
0
|
|
0%
|
|
Racine Development (17)
|
|
45,000
|
|
|
45,000
|
0
|
|
0%
|
(1)
The address of the security holder is the Company’s address
(2)
Assumes that all of the shares offered hereby are resold and that shares owned before the offering but not offered hereby are not sold
6
(3)
Based on 9,851,439 shares of our common stock as of June 19, 2018. Although we may at our discretion elect to sell and issue to GHS up to an aggregate amount of $1 million of our common stock under the Purchase Agreement, such shares are not included in determining the percentage of shares beneficially owned before this offering.
(4)
Granted as compensation for services
(5)
Former Chief Executive Officer and Director
(6)
Shares issued in private placement
(7)
Shares issued pursuant to conversion of convertible debt on May 9, 2017
(8)
Shares deemed beneficially owned by Morten Albaek, member of the Board of Directors
(9)
Shares issued pursuant to private placement in December 2016
(10)
Shares issued pursuant to conversion or settlement of debt obligations.
(11)
Shares issued in private placement.
(12)
Chief Executive Officer
(13)
President
(14)
Assumes issuance of the maximum 1,500,000 shares being registered hereby.
(15)
Secretary
(16) Issued pursuant to a Consulting and Registration Rights Agreement dated June 18, 2018
(17) Member of Elevated Portfolio Holdings, LLC. Distributed shares in connection with liquidation of Elevated Portfolio Holdings, Inc. prior to filing Registration Statement.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 24, 2018.
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NEWBRIDGE GLOBAL VENTURES, INC.
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|
|
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By:
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/s/ Mark Mersman
|
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By:
|
/
s/ Robert Bench
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Mark Mersman
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Robert Bench
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Chief Executive Officer
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Chief Financial Officer
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(Principal Executive Officer)
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(Principal Financial and Accounting Officer)
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SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Mark Mersman and Robert Bench or their respective true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on August 24, 2018.
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Signature
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Title
|
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Date
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/s/ Mark Mersman
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Chief Executive Officer and Director
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August 24, 2018
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Mark Mersman
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(Principal Executive Officer)
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/s/ Robert Bench
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Chief Financial Officer
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August 24, 2018
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Robert Bench
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(Principal Accounting Officer)
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/s/ Ellen Gee
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Director
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August 24, 2018
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Scott Cox
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/s/ Sam Mac
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Director
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August 24, 2018
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Sam Mac
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/s/ Eric Tran
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Director
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August 24, 2018
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Eric Tran
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/s/ Ole Sigetty
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Director
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August 24, 2018
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Ole Sigetty
|
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8