UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTIA BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 26-0561199 |
(State or other jurisdiction | (IRS Employer |
of incorporation or organization) | Identification No.) |
P.O. Box 910
Stevenson, Washington 98648
(Address of principal executive offices)
ENTIA BIOSCIENCES, INC. 2010 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Marvin S. Hausman, M.D., President & Chief Executive Officer
P.O. Box 910
Stevenson, Washington 98648
(509) 427-5132
(Name, Address and Telephone Number of Agent for Service)
Total Nutraceutical Solutions, Inc.
Former name of Registrant
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 definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non- accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, par value $0.001 | 50,000 | $0.92 | $46,000 | $0.53 |
(1)
This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Entia Biosciences, Inc. 2010 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of the Registrant’s Common Stock.
(2)
Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, based on the average of the high and low prices of Entia Biosciences, Inc. Common Stock reported on the OTC Bulletin Board as of February 29, 2012 a date within five business days prior to the filing of this registration statement.
EXPLANATORY NOTE
This Registration Statement is being filed to register 50,000 shares of Entia’s Common Stock automatically added on January 1, 2012 to the 1,500,000 shares reserved for issuance under the Entia Biosciences, Inc. 2010 Stock Incentive Plan as modified with the name change from Total Nutraceutical Solutions, Inc. and a 1:10 reverse stock split on which became effective on February 15, 2012. The reverse stock split reduced the number of shares reserved for issuance under the 2010 Stock Incentive Plan from 15,000,000 to 1,500,000 and reduced the automatic increase of 500,000 shares on January 1, 2012 to 50,000 shares. This Registration Statement covers 1,550,000 additional common shares issuable pursuant to the Entia Biosciences, Inc. 2010 Stock Incentive Plan and which were previously registered pursuant to a Registration Statement on Form S-8 (File No. 333-175463), as filed with the Securities and Exchange Commission on July 11, 2011, which is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
Entia Biosciences, Inc. (“Entia”), formerly Total Nutraceutical Solutions, Inc., hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (“SEC”):
1.
The Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on May 18, 2011 and the amended Form 10-K for the year ended December 31, 2010 filed with the SEC on June 28, 2011;
2.
The Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 23, 2011, for the quarter ended June 30, 2011 filed with the SEC on August 22, 2011, the amended Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 30, 2011, and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 14, 2011;
3.
The Current Reports on Form 8-K filed on February 22, 2011, March 7, 2011, March 18, 2011, April 6, 2011, April 12, 2011, April 15, 2011 and June 3, 2011;
4.
The description of our common stock set forth in the Amendment No. 3, Registration Statement on Form SB-2, filed with the SEC on October 12, 2007; and
5.
The Registration Statement on Form S-8 (File No. 333-175463), as filed with the SEC on July 11, 2011.
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, the 1934 Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.
Exhibits.
Exhibit Number | Description of Exhibit | Filed Herewith | Form | Exhibit | Filing Date |
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3.1 | Amended and Restated Articles of Incorporation of Registrant |
| 8-K | 3.1 | 1/30/2012 |
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3.2 | Amended and Restated Bylaws of Registrant |
| 8-K | 3.2 | 09/22/2010 |
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5.1 | Opinion of Michael R. Espey, Attorney at Law regarding legality of the Common Stock being registered. | X |
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23.1 | Consent of Peterson Sullivan LLP | X |
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23.2 | Consent of Li & Company, PC | X |
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23.3 | Consent of Michael R. Espey, Attorney at Law (reference is made to exhibit 5.1) | X |
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24.1 | Power of Attorney (see signature page) | X |
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99.1 | Entia Biosciences, Inc. 2010 Stock Incentive Plan, as amended and restated | X |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stevenson, Washington, on the 5th day of March, 2012.
ENTIA BIOSCIENCES, INC.
By:
/s/ Marvin S. Hausman, M.D.
Marvin S. Hausman, M.D.
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned, hereby severally constitute and appoint Marvin S. Hausman, M.D. as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Marvin S. Hausman, M.D.
Chairman of the Board
March 5, 2012
Marvin S. Hausman, M.D.
/s/ Philip A. Sobol, M.D.
Director
March 5, 2012
Philip A. Sobol, M.D.
/s/ Elliot L. Shelton, Esq.
Director
March 5, 2012
Elliot L. Shelton, Esq.