CRDENTIA CORP. (CRDT)

[makesumgravy]

Crdentia Corp - Securities Registration Statement (S-1)







As filed with the Securities and Exchange Commission on April 22, 2008.




File Number 333-



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form S-1



REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933




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CRDENTIA CORP.


(Exact name of issuer as specified in its charter)



Delaware

7361

76-0585701

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)






Crdentia Corp.


5001 LBJ Freeway, Suite 850

Dallas, TX 75244

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal place of business)




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James J. TerBeest

Chief Financial Officer

5001 LBJ Freeway, Suite 850

Dallas, TX 75244

[phone]

(Name, address, including zip code, and telephone number, including area code, of registrant’s agent for service)




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Copy to:



Steven G. Rowles, Esq.


J. Nathan Jensen, Esq.


Morrison & Foerster LLP

12531 High Bluff Drive, Suite 100

San Diego, CA 92130-2040

[phone]



Approximate date of commencement of proposed sale to the public. From time to time after this Registration Statement becomes effective.




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, as amended, 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 of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o



If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o



If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering: o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.






Large accelerated filer o

Accelerated filer o

Non-accelerated filer o
(Do not check if smaller reporting company)

Smaller reporting company x









CALCULATION OF REGISTRATION FEE



Title of each class of
Securities to be registered

Amount to be
Registered

Proposed
maximum
offering price
per
share (1)

Proposed
maximum
aggregate
offering
price (1)

Amount of
registration fee


Common stock par value $0.0001 per share (2)

8,000,000

$
0.15

$
1,200,000

$
47.16








(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee, based upon the average of the high and low sale prices of our common stock on April 21, 2008 on the OTC Bulletin Board.


(2) Represents shares of the Registrant’s common stock being registered for resale that have been or may be acquired upon the exercise of warrants issued to the selling stockholders named in the prospectus or a prospectus supplement.







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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A) MAY DETERMINE.