As filed with the Securities and Exchange Commission on February 2, 2015
Registration No. 333-182555
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBICOM HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 3829 | 26-2964607 |
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification No.) |
| incorporation or organization) | Classification Code) |
500 Alder Drive, Milpitas, CA 95035 Telephone: (408) 321-0822
(Address and telephone number of Registrant's principal executive offices)
State Agent and Transfer Syndicate, Inc.
112 North Curry Street
Carson City, Nevada 89703
(775) 882-1013
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to :
Peter Campitiello, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Telephone (212) 519-5109
Facsimile (212) 245-3009
Approximate date of commencement of proposed sale to the public: As soon as practicable 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
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. x 333-182555
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 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(e) under the Securities Act, check the following box. ¨
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 Exchange Act. (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ |
| Non-accelerated Filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee |
||||||||||||
| Common Stock, $0.008 par value per share (1) | 151,600 | $ | 0.12 | $ | 18,192.00 | $ | 2.11 | |||||||||
| TOTAL | 151,600 | $ | 0.12 | $ | 18,192.00 | $ | 2.11 | |||||||||
(1) The shares of our Common Stock being registered hereunder are being registered for resale by Kodiak Capital Group, LLC in accordance with the terms of an investment agreement between Kodiak Capital Group, LLC and the Company, as amended. The number of shares of our Common Stock registered hereunder represents a good faith estimate by us of the number of shares of our Common Stock issuable upon delivery of a “put” notice.
(2) Estimated solely for purposes of calculating the registration fee under Rule 457(o) under the Securities Act, using the last closing price as reported on the OTC Markets on January 30, 2015, which was $0.12 per share.
In the event of a stock split, stock dividend, or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed to register an additional 151,600 shares of the common stock, par value $0.008 per share (“Common Stock”), of AmbiCom Holdings, Inc., a Nevada corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended and General Instruction V of Form S-1. This registration statement incorporates by reference the contents of the registrant’s registration statement on Form S-1 (File No. 333-182555), as amended, which was declared effective by the Commission on January 25, 2013, including all amendments and exhibits thereto and all information incorporated by reference therein, other than the exhibits filed herewith. The Company is filing this Registration Statement for the sole purpose of increasing the maximum aggregate offering price of securities registered under the Prior Registration Statement by $18,192.00 and to accordingly register an additional 151,600 shares of Common Stock.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on February 2, 2015.
| AMBICOM HOLDINGS, INC. | ||
| By: | /s/ John Hwang | |
| Name: John Hwang | ||
|
Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
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 indicated.
| Signature | Title | Date | ||
| /s/ John Hwang | Chief Executive Officer, Chief Financial Officer, Director | February 2, 2015 | ||
| John Hwang | (Principal Executive Officer and Principal Financial Officer) | |||
| /s/ Robert Radoff | Director | February 2, 2015 | ||
| Robert Radoff |
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 5.1 | Opinion of Counsel | |
| 23.1 | Consent of Counsel. (included in Exhibit 5.1) | |
| 23.2 | Consent of Independent Registered Accounting Firm | |
Exhibit 5.1
Letterhead of Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
February 2, 2015
AmbiCom Holdings, Inc.
500 Alder Drive
Milpitas, California 95035
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 151,600 shares (the “Shares”) of common stock par value $0.001 per share (the “Common Stock”) of AmbiCom Holdings, Inc., a Nevada corporation (the “Company”).
We have acted as special counsel for the Company in connection with the registration of the resale of the Shares. We have examined signed copies of an Investment Agreement between the Company and Kodiak Capital Group, LLC dated October 15, 2011, and amended on January 25, 2015 (the “Agreement”), and the Registration Statement, to be filed with the Commission. We have also examined and relied upon the minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the Articles of Incorporation, as amended, By-laws and Resolutions adopted by the Board of Directors of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
Based upon and subject to the foregoing and assuming that there are no changes in the facts as we understand them, we are of the opinion that the Shares to be registered as covered by the Registration Statement, when sold in accordance with the terms and conditions set forth in the Agreement and the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
In our capacity as special counsel to the Company in connection with the matters referred to above, we have examined copies of the following: (i) the Agreement, (ii) the Amended and Restated Articles of Incorporation of the Company, as amended to date and currently in effect (the “Articles of Incorporation”), (iii) the Amended and Restated By-laws of the Company currently in effect (the “By-laws”), and records of certain of the Company’s corporate proceedings as reflected in its minute books; and (iv) the Registration Statement, in the form it is to be filed with the Commission on the date hereof. We have also examined such other documents, papers, authorities and statutes as we have deemed necessary to form the basis of the opinions hereinafter set forth.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents. As to certain facts material to this opinion, we have relied upon oral or written statements and representations of officers and other representatives of the Company and certificates of public officials, and such other documents and information as we have deemed necessary or appropriate to enable us to render the opinions expressed below. We have not undertaken any independent investigation to determine the accuracy of any such facts.
We have assumed for purposes of this opinion that each of the parties to the Agreement other than the Company, are duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
Based upon and subject to the foregoing and the other qualifications, assumptions and limitations set forth herein, we are of the opinion that when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) the issuance and sale of the Shares does not violate any applicable law or the Articles of Incorporation or the By-laws or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iii) the due issuance and delivery of the Common Shares, upon payment of adequate consideration therefore (not less than the par value of the Common Shares) in accordance with the Agreement and the Registration Statement, the Shares when issued will be validly issued, fully paid and non-assessable.
The opinions set forth herein are subject to the following additional qualifications, assumptions and exceptions:
| 1. | the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors' generally; and |
| 2. | the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus, which forms a part thereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
We are qualified to practice law in the State of New York and do not purport to be experts on any law other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal law of the United States. We are not admitted or qualified to practice in the State of Nevada; however, we are generally familiar with Chapter 78 of the Nevada Revised Statutes as currently in effect and have made such inquiries as we deem necessary to render the opinions contemplated herein. We express no opinion regarding the Securities Act, or any other federal or state securities laws or regulations. The opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is limited to the specific legal matters expressly set forth herein and is limited to present statutes, regulations and administrative and judicial interpretations. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or regulations.
Very truly yours,
/s/ KANE KESSLER
KANE KESSLER, P.C.
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation and use in this Registration Statement of AmbiCom Holdings, Inc. on Form S-1 of our audit report, dated November 7, 2014 relating to the accompanying balance sheet as of July 31, 2014 and 2013 and the related statements of operations, stockholder’s equity, and cash flows for the years then ended, which appears in such Registration Statement.
We also consent to the reference to our Firm under the title “Interests of Named Experts and Counsel” in the Registration Statement S-1.
Kim and Lee Corporation, CPAs
/s/ Kim and Lee Corporation, CPAs
Los Angeles, California
January 15, 2015