Replies to post #25072 on Sigma Labs Inc (SASI)

[r0und3r]

It's actually a pretty straight forward agreement to raise funds if needed by increasing O/S and paying a commission and expenses to ASCM (only under the direction of SGLB management), there has not been any confirmed sale of any of these securities yet, nor is it guaranteed to ever take place...

Separate from this agreement but still pending...

-18,796,296 shares of common stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $0.141 per share;

and

-an aggregate of 30,150,000 shares of common stock reserved for future issuance under our equity incentive plans.

New S-3 info

This registration statement contains two prospectuses:

· a base prospectus which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering price of $100,000,000 of the registrant’s common stock, preferred stock, debt securities, warrants and units;

and

· an “at-the-market” offering prospectus covering the offering, issuance and sale by the registrant of up to $25,000,000 of the registrant’s common stock pursuant to a sales agreement with Ascendiant Capital Markets, LLC.

The $25M are the only in play now if SGLB gives the word.

We will pay Ascendiant a commission equal to 3% of the gross proceeds we receive from the sales of our common stock. Because there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. In connection with the sale of the common stock on our behalf, Ascendiant will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Ascendiant will be deemed to be underwriting commissions or discounts. We have also agreed to reimburse Ascendiant for its legal and due diligence expenses up to an aggregate amount not to exceed $80,000, subject to compliance with FINRA Rule 5110(f)(2)(D). We have agreed to provide indemnification and contribution to Ascendiant with respect to certain civil liabilities, including liabilities under the Securities Act. We estimate that the total expenses for the offering, excluding commissions payable to Ascendiant under the terms of the sales agreement, will be approximately $150,000, including expense reimbursements under the sales agreement of $80,000.

PLAN OF DISTRIBUTION



We have entered into an At The Market Offering Agreement (the “sales agreement”), with Ascendiant Capital Markets, LLC (“Ascendiant”) under which we may issue and sell shares of our common stock having aggregate sales proceeds of up to $25,000,000 from time to time through Ascendiant acting as agent. Ascendiant may sell the common stock by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the OTCQB or any other existing trading market for our common stock in the United States or to or through a market maker, provided that, pursuant to the terms of the sales agreement, until our common stock is listed on a national securities exchange, sales in this at-the-market offering may be made only in one or more privately negotiated transactions that are eligible for an exemption from registration under the applicable state securities laws. Under the terms of the sales agreement, we may also sell shares to Ascendiant as principal for its own account. Ascendiant also may sell the common stock in privately negotiated transactions.



Each time we wish to issue and sell common stock under the sales agreement, we will notify Ascendiant of the maximum number of shares to be sold, the dates on which such sales are anticipated to be made and any minimum price below which sales may not be made. Once we have so instructed Ascendiant, Ascendiant has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of Ascendiant under the sales agreement to sell our common stock are subject to a number of conditions that we must meet.



Ascendiant will provide written confirmation to us following the close of trading on the OTCQB following each day in which shares of our common stock are sold under the sales agreement. Each confirmation will include the number of shares sold on the day, the aggregate gross sales proceeds, the net proceeds to us and the compensation payable by us to Ascendiant with respect to the sales. The settlement between us and Ascendiant is generally anticipated to occur on the third trading day following the date on which the sale was made. Sales of our common stock as contemplated in this at-the-market offering prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Ascendiant may agree. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

[ZRock]

welcome back L-v. what's it been 8-9 months? Z