As filed with the Securities and Exchange Commission on October 6, 2022
Registration No. 333-262167
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(Pre-Effective Amendment No. 6)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFINITE GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 7372 |
| 52-1490422 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
Infinite Group, Inc.
175 Sully’s Trail, Suite 202
Pittsford, New York 14534
(585) 385-0610
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James Villa
Chief Executive Officer
Infinite Group, Inc.
175 Sully’s Trail, Suite 202
Pittsford, New York 14534
(585) 385-0610
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Alexander R. McClean, Esq. C. Christopher Murillo, Esq. Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 (585) 232-6500 |
| Anthony W. Basch, Esq. J. Britton Williston, Esq. Kaufman & Canoles, P.C. 1021 East Cary Street, Suite 1400 Richmond, Virginia 23219 (804) 771-5700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the 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 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, 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 | ☒ |
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| 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 Securities Act of 1933 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
Infinite Group, Inc. is filing this Amendment No. 6 to its Registration Statement on Form S-1 (File No. 333-262167) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits to this registration statement included in the Index to Exhibits are incorporated by reference.
INDEX TO EXHIBITS
Exhibit No. |
| Description |
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3.1 |
| Certificate of Incorporation of the Company dated April 29, 1993 (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856). |
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3.5 |
| By-Laws of the Registrant (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856). |
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4.1 |
| Specimen Stock Certificate (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856). |
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II-1 |
10.2 |
| Form of Stock Option Agreement (incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File# 33-61856). |
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II-2 |
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II-3 |
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23.2* |
| Consent of Harter Secrest & Emery, LLP (included in Exhibit 5.1) |
II-4 |
24.1 |
| Power of Attorney (incorporated herein by reference to the signature page of the Company’s Registration Statement on Form S-1 filed on January 14, 2022) |
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* | Filed herewith. |
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† | Management contract or compensatory plan or arrangement |
II-5 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Pittsford, State of New York, on October 6, 2022.
| INFINITE GROUP, INC. |
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| /s/ James Villa |
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| James Villa |
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| Chief Executive Officer |
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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 |
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/s/ James Villa |
| Chief Executive Officer and Director |
| October 6, 2022 |
James Villa |
| (Principal Executive Officer) |
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/s/ Richard Glickman |
| Vice President of Finance and Chief Accounting Officer |
| October 6, 2022 |
Richard Glickman |
| (Principal Financial Officer and Principal Accounting Officer) |
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/s/ Donald W. Reeve |
| Chairman of the Board |
| October 6, 2022 |
Donald W. Reeve |
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/s/ Andrew Hoyen |
| President, Chief Operating Officer and Director |
| October 6, 2022 |
Andrew Hoyen |
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II-6 |