e.Digital Corporation (fka EDIG)

[Cassandra]

S-1: 22,866,666 Shares

This is for the Fusion agreement only and due to be filed by 1/17/07 per the agreement. Additional shares for the former 12% note holders and for the Davric loan have yet to be registered as Fusion required this S-1 to register only the shares for their agreement.

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=4624893

Oddly, it is not complete and contains the following disclaimer in red at the top:

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 29, 2007


IMO, the reason it is incomplete is that it does not mention the ruling on the NDA still being valid and does not disclose a potential injunction as a risk factor.

They do mention the hearing, but the statement in bold is all they say about the NDA decision and DRM decisions.

The case is currently in the discovery phase. In January 2007, the Court ruled on certain motions of the parties. In its ruling, the Court dismissed digEcor’s unjust enrichment, fraud, negligent misrepresentation, tortious interference and punitive damage claims. The Court further acknowledged the delivery of the 1,250-unit order and a partial settlement between the parties reducing digEcor’s claim for purchase-price or actual damages from $793,750 to $94,846 with such amount still being disputed by e.Digital. digEcor’s contract and damages claims remain in dispute, and the Court provided some interpretation of the contracts at issue in its ruling. The foregoing and other findings of the Court may be subject to appeal by either party

There is a lot of other interesting information in the filing that I may post about later if time permits.

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PROSPECTUS 22,866,666 Shares

E.DIGITAL CORPORATION

Common Stock

This prospectus relates to the sale of up to 22,866,666 shares of e.Digital Corporation common stock which may be offered and sold from time to time by Fusion Capital Fund II, LLC (“Fusion Capital”). Fusion Capital is sometimes referred to in this prospectus as the selling stockholder. e.Digital Corporation will not receive any of the proceeds from the sale of shares by the selling stockholder. More information is provided in the section entitled “The Selling Stockholder.”

Our common stock is registered under Section 12(g) of the Securities Exchange Act of 1934 and quoted in the over-the-counter market on the National Association of Securities Dealers OTC Electronic Bulletin Board System under the symbol “EDIG.” The closing sale price of the common stock, as reported on the National Association of Securities Dealers OTC Electronic Bulletin Board System on January 26, 2007, was $0.17 per share.

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The selling stockholder is an “underwriter” within the meaning of the Securities Act of 1933, as amended. More information is provided in the section entitled “Plan of Distribution.”

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This Investment Involves a High Degree of Risk. You Should Purchase Shares Only If You Can Afford a Complete Loss. See “Risk Factors,” Beginning on Page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

EDIG