You should read the entire prospectus carefully, including Risk Factors and our consolidated financial statements and notes to those consolidated financial statements, before making an investment decision. This summary does not contain all the information that you should consider before deciding to invest in our common stock. This summary highlights selected information contained elsewhere in this prospectus. Any representation to the contrary is a criminal offense.
Neither the Securities and Exchange Commission nor any state or foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. See Risk Factors beginning on page 10 to read about risks you should consider before buying our common stock. We have applied to list our common stock on The NASDAQ Capital Market under the symbol WHSM. We will not receive any proceeds from the sale of shares from the selling stockholders. All of the shares of common stock to be sold by the selling stockholders are subject to a lock-up agreement for a minimum of six months. We are concurrently registering for resale up to an aggregate of 261,627 shares of our common stock issuable upon conversion of our outstanding convertible loans and issuable upon exercise of our warrants issued in connection with such loans. The initial public offering price of our common stock is expected to be between $8.00 and $10.00 per share. We are offering 1,875,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. This is the initial public offering of shares of common stock of WhiteSmoke, Inc. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2011 This preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
The information in this preliminary prospectus is not complete and may be changed. Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the convertible loans and warrants.
Represents shares of the Registrants common stock issuable to the Selling Stockholders upon exercise of warrants issued in the January 2011 bridge financing, which warrants are being registered for resale hereby. Represents shares of the Registrants common stock issuable to the Selling Stockholders upon conversion of the convertible loans issued in the January 2011 bridge financing, which shares are being registered for resale hereby. Includes shares which the underwriters have the right to purchase to cover over-allotments, if any. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.Ĭommon Stock, par value $0.01 per share (2)Ĭommon Stock, par value $0.01 per share (3) (5)Ĭommon Stock, par value $0.01 per share (4) (5)Įstimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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. 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 filed to register additional securities for an offering pursuant to Rule 462(b) 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 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. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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