As confidentially submitted to the U.S. Securities and Exchange Commission on April [ ], 2022.
This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.
Registration No. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Confidential Submission on
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOLIFE4D CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2836 | 81-4586116 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
318 Half Day Road, Suite 201
Buffalo Grove, IL 60089
(224) 602-9569
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
National Registered Agents, Inc.
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lynne Bolduc, Esq. | Anthony W. Basch, Esq. Yan (Natalie) Wang, Esq. | |
Fitzgerald Kreditor Bolduc Risbrough LLP | Kaufman & Canoles, P.C. | |
2 Park Plaza, Suite 850 | 1021 East Cary Street, Suite 1400 | |
Irvine, California 92614 | Richmond, VA 23219 | |
Tel: (949) 788-8900 | Tel: (804) 771-5700 | |
Fax: (949) 788-8980 | Fax: (888) 360-9092 |
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, please 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, 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 | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
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. ☐
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 Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
BIOLIFE4D CORPORATION has prepared this Amendment No. 2 to its Draft Registration Statement on Form S-1 (the “Additional DRS Filing”) for the sole purpose of submitting confidentially to the Securities and Exchange Commission (“SEC”) exhibits not previously submitted with Amendment No. 1 to the Draft Registration Statement on Form S-1 submitted to the SEC on April 26, 2022 (the “DRS/A”). This Additional DRS Filing is being made due to a limitation on the number of exhibits or documents that we were able to submit at one time to the Edgar servers with the Original DRS/A. Save for the aforementioned inclusion of additional exhibits to the Original DRS/A, nothing herein amends the Original DRS/A and the Registration Statement that accompanies it and, accordingly, such Registration Statement has not been included herein.
EXHIBIT INDEX
Exhibit | Description | |
1.1* | Form of Underwriting Agreement between BioLife4D Corporation and Aegis Capital Corp. | |
3.1** | Amended and Restated Certificate of Incorporation of BioLife4D Corporation filed with the Division of Corporations, State of Delaware on February 4, 2022 | |
3.2** | Amended and Restated Bylaws of BioLife4D Corporation, dated February 3, 2022 | |
4.1 * | Form of Underwriter’s Warrant | |
4.2** | Form of Warrant Agent Agreement | |
4.3* | Form of Warrant | |
4.4* | Form of Pre-Funded Warrant | |
5.1* | Opinion of FitzGerald Kreditor Bolduc Risbrough LLP | |
10.1** | Advisory Board Agreement between BioLife4D Corporation and Sean Palecek, dated May 30, 2017 | |
10.2** | Amendment to Advisory Board Agreement between BioLife4D Corporation and Sean Palecek, dated January 17, 2022 | |
10.3** | Advisory Board Agreement between BioLife4D Corporation and Ibrahim T. Ozbolat, dated May 31, 2017 | |
10.4** | Amendment to Advisory Board Agreement between BioLife4D Corporation and Ibrahim T. Ozbolat, dated January 14, 2022 | |
10.5** | Advisory Board Agreement between BioLife4D Corporation and Janet Zoldan, dated June 8, 2017 | |
10.6** | Amendment to Advisory Board Agreement between BioLife4D Corporation and Janet Zoldan, dated February 1, 2022 | |
10.7** | Advisory Board Agreement between BioLife4D Corporation and Shayn Peirce-Cottler, dated July 11, 2017 | |
10.8** | Amendment to Advisory Board Agreement between BioLife4D Corporation and Shayn Peirce-Cottler, dated February 1, 2022 | |
10.9** | Advisory Board Agreement between BioLife4D Corporation and Jeffrey Morgan, dated August 23, 2017 | |
10.10** | Amendment to Advisory Board Agreement between BioLife4D Corporation and Jeffrey Morgan, dated February 1, 2022 | |
10.11** | Advisory Board Agreement between BioLife4D Corporation and Raimond Winslow, dated August 28, 2017 | |
10.12** | Laboratory Service Agreement between BioLife4D Corporation and Northwestern University, dated November 1, 2017 | |
10.13** | License Agreement between BioLife4D Corporation and Texas Medical Center, dated May 24, 2018 | |
10.14** | First Amendment to License Agreement between BioLife4D Corporation and Texas Medical Center, dated July 3, 2018 | |
10.15** | Second Amendment to License Agreement between BioLife4D Corporation and Texas Medical Center, dated October 29, 2018 | |
10.16 | Third Amendment to License Agreement between and BioLife4D Corporation and Texas Medical Center, dated February 7, 2022 | |
10.17 | Note Purchase Agreement between BioLife4D Corporation and EchoVenture, LLC, dated January 3, 2019 | |
10.18 | Extension to the Note Purchase Agreement between BioLife4D Corporation and EchoVenture, LLC, dated January 12, 2022 | |
10.19 | Advisory Board Agreement between BioLife4D Corporation and Stephen M. Simes, dated January 21, 2019 | |
10.20 | Note Purchase Agreement between BioLife4D Corporation and H Joseph Leitch, dated January 22, 2019 | |
10.21 | Extension to the Note Purchase Agreement between BioLife4D Corporation and H Joseph Leitch, dated January 13, 2022 | |
10.22 | Note Purchase Agreement between BioLife4D Corporation and 2 JWB 6P LLC, dated January 28, 2019 | |
10.23 | Extension to the Note Purchase Agreement between BioLife4D Corporation and 2 JWB 6P LLC, dated January 12, 2022 | |
10.24 | Note Purchase Agreement between BioLife4D Corporation and Millennium Automated Parking, Inc. and Julius S. Levine Trust, dated January 31, 2019 | |
10.25 | Extension to the Note Purchase Agreement between BioLife4D Corporation and Millennium Automated Parking, Inc., dated January 12, 2022 | |
10.26 | Extension to the Note Purchase Agreement between BioLife4D Corporation and Julius S. Levine Trust, dated January 12, 2022 | |
10.27 | Note Purchase Agreement between BioLife4D Corporation and Clayton A. Struve, dated January 31, 2019 | |
10.28 | Extension to the Note Purchase Agreement between BioLife4D Corporation and Clayton A. Struve, dated January 13, 2022 | |
10.29 | Employment Agreement between BioLife4D Corporation and Kathleen Ann Lewis, dated September 15, 2020 | |
10.30 | Engagement Letter between BioLife4D Corporation and The Hechtman Group LTD, dated July 22, 2021 | |
10.31 | Intelligent Office Membership Agreement between BioLife4D Corporation and Aspire Ventures, LLC d/b/a Intelligent Office of Lincolnshire, dated December 29, 2021 | |
10.32 | Platform-as-a-Service Monthly Service Agreement between BioLife4D Corporation and Advanced Solutions Life Sciences, LLC, dated December 20, 2021 | |
10.33 | Independent Advisor Agreement between BioLife4D Corporation and Ravi Birla, dated January 11, 2022 | |
10.34 | CFO Agreement between BioLife4D Corporation and Wesley Ramjeet, dated February 1, 2022 | |
10.35 | 2022 Incentive and Nonstatutory Stock Option Plan to Employees, Directors, and Consultants of BioLife4D Corporation, dated February 3, 2022 | |
10.36 | 2022 Restricted Stock Plan, dated February 3, 2022 | |
14.1 | Code of Business Conduct and Ethics and Insider Trading Policy dated February 14, 2022 | |
23.1* | Consent of LJ Soldinger Associates, LLC | |
23.2* | Consent of FitzGerald Kreditor Bolduc Risbrough LLP (included in Exhibit 5) | |
24.1* | Power of attorney (See signature page of Registration Statement Form S-1) | |
99.1 | Audit Committee Charter dated February 14, 2022 | |
101.1* | Interactive Data File | |
107 | Calculation of Filing Fee Tables |
* | To be filed by amendment |
** | Previously filed |
† | Indicates management contract or compensatory plan |
II-4 |
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 Buffalo Grove, State of Illinois, on April __, 2022.
BIOLIFE4D CORPORATION | ||
By: | ||
Steven Morris | ||
Chief Executive Officer, Secretary, and Chairman of the Board of Directors |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Morris as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act) to this Registration Statement and to file the same, with all relevant exhibits 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
Chief Executive Officer, Secretary, and Chairman of the Board of Director | ||||
Steven Morris | (Principal Executive Officer) | |||
Chief Financial Officer | ||||
Wesley Ramjeet | (Principal Financial Officer and Principal Accounting Officer) | |||
Director | ||||
Stephen Simes | ||||
Director | ||||
Lisa Kelley |
II-5 |