SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| IGEN Networks Corp. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 7363 |
| 20-5879021 |
| (State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
31772 Casino Drive, Suite C., Lake Elsinore, CA 92530
(855-912-5378)
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Neil G. Chan
c/o Registered Agents, Inc.
401 Ryland St, Suite 200-A
Reno, NV 89502
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Robert J. Burnett
Witherspoon Brajcich McPhee, PLLC
601 West Main Street, Ste. 714
Spokane, WA 99201-0677
Phone: (509) 455-9077
Fax: (509) 624-6441
Approximate date of commencement of proposed sale to the public: From time-to-time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delay 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, a smaller reporting company or an emerging growth company. See the definition 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 | ☒ |
| (Do not check if a 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 in Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
IGEN Networks Corp. is filing this Post-Effective Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-265542) originally filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2022 and declared effective of June 23, 2022 (the “Registration Statement”) to: 1) file a corrected Exhibit 107 “Calculation of Registration Fee.” Accordingly, this Amendment consists only of the Cover Page, this explanatory note, a revised Exhibit 107 and the signature page. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
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.
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| Exhibit No. |
| Exhibit Description |
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| 3 |
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 Lake Elsinore, California, on this 14th day of July 2022.
| IGEN Networks Corp. |
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| By: | /s/ Neil Chan | ||
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| Neil Chan |
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| Chief Executive Officer and Director |
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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 stated.
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| /s/ Robert Nealon |
| Director, Chairman of the Board |
| July 14, 2022 |
| Robert Nealon |
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| /s/ Neil G. Chan |
| Director, Chief Executive Officer |
| July 14, 2022 |
| Neil G. Chan |
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
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| /s/ Mark Wells |
| Director |
| July 14, 2022 |
| Mark Wells |
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| /s/ Abel I. Sierra |
| Executive Officer, VP & GM |
| July 14, 2022 |
| Abel I. Sierra |
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| /s/ Robert Friedman |
| Director |
| July 14, 2022 |
| Robert Friedman |
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EXHIBIT 107
CALCULATION OF REGISTRATION FEE
| Title of each Class of Securities to be Registered |
| Amount to be Registered(1) |
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| Proposed Maximum Aggregate Offering Price(2) |
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| Amount of Registration Fee(3)(4) |
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| Common stock, par value $0.001 per share |
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| 200,000,000 |
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| $ | 800,000 |
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| $ | 74.16 |
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| (1) | Represents shares of our Common Stock offered for resale by Jefferson Street Capital, LLC, a New Jersey limited liability company, (the “Selling Stockholder”), including 12,500,000 initial commitment shares and an estimate of the number of additional commitment shares and shares that we have the right to put to the Selling Stockholder pursuant to the Equity Financing Agreement we finalized on April 3, 2022, with the Selling Stockholder. In the event the number of shares being registered hereunder is insufficient to cover all of the shares we put to Jefferson Street Capital, LLC, we will amend this registration statement or file a new registration statement to register those additional shares. Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also includes an indeterminate number of additional shares of our common stock as may, from time-to-time, become issuable by reason of a stock dividend, stock split, recapitalization or other similar transaction. |
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| (2) | The offering price of $0.004 per share has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act, on the basis of the last sale price of the registrant’s common stock as reported on the OTC Pink Current Information tier of the OTC Markets Group, Inc on May 31, 2022. |
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| (3) | Computed in accordance with Section 6(b) of the Securities Act of 1933. |
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| (4) | Previously paid by the Company in conjunction with a Registration Statement on Form S-1 originally filed by the Company on May 20, 2022, but subsequently withdrawn by the Company on May 25, 2022, prior to the sale of any shares registered thereby. |
In accordance with Rule 416(a) of the Securities Act, the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transaction
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.