MedWellAI, Inc S-1/A, filed Jan 13, 2021
MedWellAI, Inc. (MWAI)
As filed with the Securities and Exchange Commission on January 13, 2021
Registration No. 333-249596
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| Integrated Ventures, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 2834 | 81-1118176 | ||
| (State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
73 Buck Road, Suite 2
Huntingdon Valley, PA 19006
(215) 613-1111
(Address and telephone number of principal executive offices)
Steve Rubakh, Chief Executive Officer
Integrated Ventures, Inc.
73 Buck Road, Suite 2
Huntingdon Valley, PA 19006
(215) 613-1111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael Paige
Michael Paige Law PLLC
2300 N Street, NW, Suite 300
Washington, DC 20037
(202) 363-4791
Fax: (202) 457-1678
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any 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: ☒
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 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 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
EXPLANATORY NOTE
Inteegrated Ventures, Inc. is filing this pre-effective amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 (Registration No. 333-249596) (the “Registration Statement”) to refile Exhibit 5.1 (Opinion of Counsel) to the Registration Statement. Accordingly, this Amendment consists only of the facing page, this Explanatory Note, Item 15(a) Exhibits of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The prospectus is unchanged and has been omitted.
| ii |
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are being filed as part of this Registration Statement on Form S-1, or incorporated herein by reference as indicated.
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(b) Financial Statement Schedules
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Philadelphia, State of Pennsylvania, on January 12, 2021.
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| INTEGRATED VENTURES, INC. |
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| By: | /s/ Steve Rubakh |
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| Steve Rubakh |
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| Chief Executive Officer and principal financial and accounting officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated.
| Signature |
| Title |
| Date |
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| /s/ Steve Rubakh |
| Chief Executive Officer and director |
| January 12, 2021 |
| Steve Rubakh |
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| II-4 |
EXHIBIT 5.1
Legal Opinion of Michael Paige Law PLLC
Michael Paige Law PLLC
2300 N Street NW, suite 300
Washington, D.C. 20037
Telephone: 202-363-4791
Facsimile: 202-457-1678
mpaigelaw@outlook.com
Admitted in the District of Columbia
And New York
January 12, 2021
Integrated Ventures, Inc.
73 Buck Road, Suite 2
Huntingdon Valley, PA 19006
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2020 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus that is part of the Registration Statement being herein referred to as the “Prospectus”. The Registration Statement provides for the registration of an aggregate of an aggregate of 34,426,000 shares of Common Stock, $0.001 par value per share, of Integrated Ventures, Inc., a Nevada corporation (the “Company”), which shares of common stock (the “Shares”), are issuable upon the conversion of a 6% Convertible Redeemable Note, due February 4, 2022 (the “Convertible Note”). The Convertible Note was issued pursuant to Securities Purchase Agreement, dated August 4, 2020, between the Company and Eagle Equities, LLC (the “Agreement”). The Agreement and the Note issued August 4, 2020, were amended effective November 16, 2020, to provide that the funding of the Note had been completed at the two closings under the Agreement held on August 4 and October 22, 2020. We are acting as counsel for the Company in connection with the registration for resale of the Shares.
We have examined signed copies of the Registration Statement filed with the Commission. We have also examined and relied upon minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Articles of Incorporation and By-Laws 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.
In our examination of the foregoing documents, we have assumed 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 copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the Chapter 78 Private Corporations of the Nevada Revised Statutes, and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that, when (i) the Registration Statement, as finally amended, has become effective under the Securities Act, and (ii) the Shares are issued and paid for in accordance with the terms and conditions of the Agreement, the Shares will be duly and validly issued, fully paid and nonassessable.
This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to any reference to our firm under the caption “Legal Matters” in the Prospectus.
Very truly yours,
MICHAEL PAIGE LAW PLLC
| By: | /s/ Michael Paige |
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