baystock1: Found this interesting.
As filed with the Securities and Exchange Commission on December 8, 2017
FORM S-8
EXPLANATORY NOTES
This Registration Statement is being filed to register the issuance of up to a total of 25,000,000 shares of common stock of Brazil Minerals, Inc., par value $0.001 per share, to certain of our eligible employees, consultants and non-employee directors as restricted stock, performance shares and other stock-based awards or upon the subsequent exercise of any stock options granted under the Plan.
(Full title of the Plan)
Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
Common Stock, par value $0.001 per share (1)(2)(3) 25,000,000 $ 0.005 $ 125,000.00 $ 15.57
(1) These shares may be issued pursuant to the Brazil Minerals, Inc. 2017 Stock Incentive Plan (the "Plan") and pursuant to stock options authorized by our Board of Directors and issued to certain of our officers, directors, employees, and consultants pursuant to the Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and in order to prevent dilution, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of a stock split, stock dividend, recapitalization or similar transaction involving the registrant's common stock.
(2) These shares are reserved for future award grants under the Plan and the proposed maximum offering price per share is the average of the high and low prices of the Registrant's common stock as reported on otcmarkets.com within 5 business days prior to December 8, 2017 in accordance with Rule 457(h) and (c).
(3) Any shares of Common Stock covered by an award granted under the Plan that is forfeited, canceled or expires (whether voluntarily or involuntarily) will be deemed not to have been issued for purposes of determining the maximum aggregate number of shares of Common Stock that may be issued under the Plan.
This Registration Statement includes a reoffer prospectus and contains the Form S-3 information required by General Instruction C.1 for Form S-8. The Reoffer Prospectus may be utilized for reofferings and resales of an aggregate of 5,000,000 shares of Common Stock acquired by a selling stockholder pursuant to the Plan.
SHARESBENEFICIALLYOWNED PRIORTO OFFERING NUMBER OFSHARESBEINGOFFERED NUMBER OF SHARESOF BENEFICIALLYOWNED AFTER OFFERING PERCENTAGEOUTSTANDINGCOMMONSTOCK AFTEROFFERING
Marc Fogassa Before 36,796,068 (1) 5,000,000 After 31,796,068 (1) 24.7%
(1) Includes 33,917,627 shares of our common stock which are obtainable through conversion of notes within 60 days for unpaid wages and other contractual obligations, 195,336 shares of common stock owned by Sainte Valiere, LLC ("SV"), and options owned by SV to purchase 160 shares of our common stock at $500.00 per share, which expire on December 31, 2017.
PLAN OF DISTRIBUTION
This offering is self-underwritten. Neither we nor the Selling Stockholder have employed an underwriter for the sale of Common Stock by the Selling Stockholder. We will bear all expenses in connection with the preparation of this prospectus. The Selling Stockholder will bear all expenses associated with the sale of his Common Stock. There can be no assurance that the Selling Stockholder will sell any or all of the shares of Common Stock offered by him under this prospectus or otherwise.
At the time the Selling Stockholder makes an offer to sell shares, to the extent required by the Securities Act of 1933, as amended (the "Securities Act"), a prospectus will be delivered. If a supplemental prospectus is required, one will be delivered setting forth the number of shares being offered and the terms of the offering.
The Selling Stockholder may offer his shares of Common Stock directly or through pledgees, donees, transferees or other successors-in-interest in one or more of the following transactions:
· ordinary brokerage transactions in which the broker-dealer solicits purchasers;
· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
-15 -
· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
· an exchange distribution in accordance with the rules of the applicable exchange;
· privately negotiated transactions;
· broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
· a combination of any such methods of sale;
· and any other method permitted pursuant to applicable law.
The Selling Stockholder may offer his shares of Common Stock at any of the following prices:
· fixed prices that may be changed;
· market prices prevailing at the time of sale;
· prices related to such prevailing market prices; and at negotiated prices.
The Selling Stockholder may effect transactions by selling shares to or through broker-dealers, and all such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Stockholder and/or the purchasers of shares of Common Stock for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).
News 
Market Data 
Discover 
