As filed with the Securities and Exchange Commission on February 05, 2020.
Registration No. 333-236274
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
eWELLNESS HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 9082 | 90-1073143 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
333 Las Olas Way, Suite 100
Ft. Lauderdale, FL 33301
Phone: (855) 470-1700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Darwin Fogt
Chief Executive Officer
333 Las Olas Way, Suite 100
Ft. Lauderdale, FL 33301
Phone: (855) 470-1700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
The Lonergan Law Firm, LLC
Lawrence R. Lonergan, Esq.
96 Park Street
Montclair, NJ 07042
(973) 641-4012
Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.
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 check the following box. [ ]
If this Form is filed to register additional securities for an Offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
| Emerging growth company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(1)(5) | ||||||||||||
| Units consisting of shares of Series B Preferred Stock, par value $0.001 per share, and Warrants to purchase shares of Common Stock, par value $0.001 per share | 2,000,000 | $ | 25.00 | $ | 50,000,000 | |||||||||||
| Shares of Series B Preferred Stock, included as part of the Units | 2,000,000 | |||||||||||||||
| Common Stock Purchase Warrants to purchase common stock, included as part of the Units(2) | 10,000,000 | |||||||||||||||
| Shares of Common Stock, par value $0.001 per share, issuable upon exercise of the Warrants(3)(4) | 10,000,000 | $ | 3.00 | $ | 30,000,000 | |||||||||||
| Total | 22,000,000 | $ | 80,000,000 | $ | 10,384 | |||||||||||
| (1) | Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate Offering price. |
| (2) | In accordance with Rule 457(i) promulgated under the Securities Act, because the shares of our common stock underlying the Warrants are registered hereby, no separate registration fee is required with respect to the Warrants registered hereby. |
| (3) | We are issuing five (5) Common Stock Purchase Warrants (the “Warrants”) each exercisable to purchase one (1) share of our common stock as part of the units offered hereunder (the “Units”). Each Unit consists of: (i) one (1) share of 13% Series B Preferred Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred”); and (ii) five (5) Warrants. The Warrants are exercisable for a period of five (5) years from the date of issuance at a price of $3.00 per share. |
| (4) | No additional registration fee is payable pursuant to Rule 457(g) promulgated under the Securities Act. |
| (5) | Previously paid. |
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, as amended (the “Securities Act”), or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Amendment No. 1 (Amendment No. 1) to the Registration Statement on Form S-1 (File No. 333-236274) ofeWELLNESS HEALTHCARE CORPORATION(Registration Statement) is being filed solely for the purpose of filing Exhibit 23 as part of the Registration Statement. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement.
Item 16. Exhibits and Financial Statements.
(b) Exhibits
| Exhibit No. | Description | |
| 23 | Auditor’s Consent |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ft. Lauderdale, State of Florida on February 05, 2020.
eWELLNESS HEALTH CORPORATION
| By: | /s/ Darwin Fogt | |
| Darwin Fogt | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ David Markowski | |
| David Markowski | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Douglas MacLellan | Chairman of the Board | February 05, 2020 | ||
| Douglas MacLellan | ||||
| /s/ Darwin Fogt | Chief Executive Officer (Principal Executive Officer) and | February 05, 2020 | ||
| Darwin Fogt | Director | |||
| /s/ David Markowski | Chief Financial Officer (Principal Financial and Principal | February 05, 2020 | ||
| David Markowski | Accounting Officer) and Director | |||
| /s/ Curtis Hollister | Chief Technology Officer and Director | February 05, 2020 | ||
| Curtis Hollister |
