As filed with the Securities and Exchange Commission on June 12, 2019.
RegistrationNo. 333-231381
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mohawk Group Holdings, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 7374 | 83-1739858 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Mohawk Group Holdings, Inc.
37 East 18th Street, 7th Floor
New York, NY 10003
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Yaniv Sarig
Chief Executive Officer
Mohawk Group Holdings, Inc.
37 East 18th Street, 7th Floor
New York, NY 10003
(347)676-1681
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin, Esq. | Joseph A. Risico | Steven D. Pidgeon, Esq. | ||
Samantha H. Eldredge, Esq. | General Counsel | DLA Piper LLP (US) | ||
Paul Hastings LLP | Mohawk Group Holdings, Inc. | 2525 E. Camelback Road, Suite 1000 | ||
1117 S. California Avenue | 37 East 18th Street, 7th Floor | Phoenix, Arizona 85016 | ||
Palo Alto, California 94304 | New York, NY 10003 | (480)606-5124 | ||
(650)320-1800 | (347)676-1681 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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, 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, anon-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 Rule12b-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. ☐
This post-effective amendment shall become effective upon filing in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 333-231381) is being filed pursuant to Rule 462(d) promulgated under the Securities Act of 1933, as amended, solely for the purpose of filing an updated Exhibit 5.1 with respect to such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBIT INDEX
II-1
† | Previously filed. |
# | Indicates management contract or compensatory plan. |
+ | Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. |
II-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 12, 2019.
MOHAWK GROUP HOLDINGS, INC. | ||
By: | /s/ Yaniv Sarig | |
Yaniv Sarig | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement on FormS-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Yaniv Sarig Yaniv Sarig | President, Chief Executive Officer and Director (Principal Executive Officer) | June 12, 2019 | ||
/s/ Fabrice Hamaide Fabrice Hamaide | Chief Financial Officer and Director (Principal Accounting and Financial Officer) | June 12, 2019 | ||
* Asher Delug | Director | June 12, 2019 | ||
* Stephen Liu, M.D. | Director | June 12, 2019 |
*By: | /s/ Yaniv Sarig | |
Yaniv Sarig | ||
Attorney-in-Fact |