Sigma Labs Inc (SASI)

[TedJ]

From the 2/16/17 Prospectus:

Common stock to be outstanding after this offering

4,563,789 shares, assuming that all of the shares of Series A Preferred included in any of the Class B Units sold in this offering were to be immediately converted into shares of our common stock.

The number of shares of our common stock to be outstanding after this offering is based on 3,153,789 shares outstanding as of February 7, 2017 and excludes, as of that date:

·
up to 1,410,000 shares of common stock underlying the 2017 warrants offered hereby;

·
up to 141,000 shares of common stock underlying the Class A Units (including the common stock underlying the 2017 warrants included in such Class A Units) included in the unit purchase option to be issued to the representative of the underwriters in connection with this offering;

·
101,188 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2016, at a weighted average exercise price of $8.38 per share; and

·
Up to a total of an estimated 322,000 shares of common stock issuable upon the conversion and exchange, respectively, of outstanding warrants and convertible notes.