Sigma Labs Inc (SASI)

[TedJ]

The company did a private placement on May 7 to raise $560K by selling 400,000 shares and 200,000 warrants to Schwartz (Dawson got 20,000 warrants as a fee). Since it was a private placement, the shares sold were unregistered. As part of the agreement, Sigma agreed to issue an S-3 registration statement to the SEC so that Schwartz and Dawson could sell their shares in the future.

This is simply filing the required S-3 document to the SEC to register the already sold shares.

On May 7, 2019, we completed a private placement of shares of the Company’s common stock and Warrants to The Carl and Shirley Schwartz Trust dated March 14, 2019, under a Securities Purchase Agreement, for aggregate gross proceeds, before expenses, to the Company of $560,000. The Warrants expire on November 8, 2024, which is the five-year anniversary of the date the Warrants are initially exercisable. Under the Securities Purchase Agreement, the Company agreed to file a registration statement covering the shares of common stock included in this prospectus. Dawson James Securities, Inc., which is listed below as a selling stockholder, served as placement agent in the private placement and, as partial compensation for its services, received Warrants to purchase 20,000 shares of our common stock.

We are registering the shares under the Securities Act of 1933, as amended (the “Securities Act”), to give the selling stockholders the opportunity, if they so desire, to publicly sell the shares for their own accounts in such amounts and at such times and prices as each may choose. The selling stockholders may from time to time offer and sell pursuant to this prospectus any or all of the below listed shares of common stock owned by them. The registration of these shares does not require that any of the shares be offered or sold by the selling stockholders. The selling stockholders may from time to time offer and sell all or a portion of their shares in the over-the-counter market, in negotiated transactions, or otherwise, at prices then prevailing or related to the then current market price or at negotiated prices.