As filed with the U.S. Securities and Exchange Commission on April 18, 2018
Registration No. 333-222974
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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RenovaCare, Inc. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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3841 |
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98-0384030 |
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(State or other jurisdiction of incorporation or organization) |
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(Primary Standard Industrial Classification Code number) |
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(I.R.S. Employer Identification No.) |
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RenovaCare, Inc. 430 Park Avenue, Suite 702 New York, New York 10022 (888) 398-0202 |
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Thomas Bold RenovaCare, Inc. 430 Park Avenue, Suite 702 New York, New York 10022 (888) 398-0202 |
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(Address and telephone number of principal executive offices) |
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(Name, address and telephone number of agent for service) |
Copies to:
Joseph Sierchio, Esq.
Satterlee Stephens LLP
230 Park Avenue
Suite 1130
New York, New York 10169
Telephone: (212) 818-9200
Facsimile: (212) 818-9606
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
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 1933 Act, please check the following box and list the 1933 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 1933 Act, check the following box and list the 1933 Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(d) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 Securities Exchange Act of 1934. (Check one):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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(Do not check if a smaller reporting company) |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-222974), as declared effective on April 17, 2018 (the "Registration Statement") by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
ITEM 16. EXHIBITS
Except as specifically otherwise indicated all exhibits have been previously filed.
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Exhibit No. |
Description of Exhibit | |
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3.1 |
Articles of Incorporation, as amended, of the Company, incorporated by reference and included in the Company’s Registration Statement on Form 10-SB 12g filed on May 11, 1999, SEC file number 000-30156-99616992. | |
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24.1 |
Power of Attorney. | |
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101.INS |
XBRL Instance Document** | |
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101.SCH |
XBRL Taxonomy Extension - Schema Document** | |
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101.CAL |
XBRL Taxonomy Extension - Calculation Linkbase Document** | |
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101.DEF |
XBRL Taxonomy Extension - Definition Linkbase Document** | |
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101.LAB |
XBRL Taxonomy Extension - Label Linkbase Document** | |
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101.PRE |
XBRL Taxonomy Extension - Presentation Linkbase Document** |
______________
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* |
Filed herewith. |
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† |
Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission. |
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§ |
Indicates a management contract or compensatory plan or arrangement. |
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** |
Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this post-effective amendment to its 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 April 18, 2018.
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RenovaCare, Inc. |
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By: |
/s/ Thomas Bold |
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Name: |
Thomas Bold |
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Title: |
President and Chief Executive Officer, Interim Chief Financial Officer , Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
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Date |
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Name |
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Title |
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Signature |
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April 18, 2018 |
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Thomas Bold |
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President and Chief Executive Officer, |
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/s/ Thomas Bold |
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Interim Chief Financial Officer, Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) |
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April 18, 2018 |
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Harmel S. Rayat |
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Chairman and Director |
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* |
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April 18, 2018 |
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Patsy Trisler |
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Vice President - Clinical & Regulatory Affairs |
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* |
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April 18, 2018 |
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Kenneth Kirkland |
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Director |
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* |
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April 18, 2018 |
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Joseph Sierchio |
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Director |
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* |
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* By: |
/s/ Thomas Bold |
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Thomas Bold |
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Attorney-in-fact |
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