Tempus Applied Solutions Holdings Inc fka TMPS

[mtlebomac]

Form S-1A / Filing - 4,000,000 Shares of Common Stock

http://archive.fast-edgar.com//20180125/AR29TG2CL222AZ9222252ZX2ROBCZ22242A2/

TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.


4,000,000 Shares of Common Stock

The selling stockholder identified in this prospectus may offer and sell up 4,000,000 shares of our common stock to be sold to GHS Investments LLC, a Nevada limited liability company, under the equity financing agreement dated October 6, 2017. The equity financing agreement permits us to “put” up to $12,000,000 in shares of our common stock to GHS Investments LLC over a period of up to 24 months.


The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices.


GHS Investments LLC is an underwriter within the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.


Our common stock and our warrants issued in connection with our predecessor’s initial public offering in December 2012, which we refer to as the IPO warrants, are quoted on the OTCQB Marketplace under the symbols “TMPS,” and “TMPSW,” respectively. We have also registered for resale by security holders Series A-1 warrants, which may be exercised to purchase common stock or preferred stock, which we refer to as our Series A-1 Warrants; there is no established trading market for the Series A-1 Warrants. On January 24, 2018, the closing prices of our common stock and IPO warrants were $0.16 and $0.03 respectively.


We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. However, we will receive proceeds from the sale of shares of our common stock pursuant to our exercise of the put right offered by GHS Investments LLC. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.