Form S-1/A Syntiant Corp.
As filed with the U.S. Securities and Exchange Commission on July 13, 2026
Registration No. 333-297282
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S‑1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Syntiant Corp.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
3674 (Primary Standard Industrial Classification Code Number) 7555 Irvine Center Drive Suite 200 Irvine, California 92618 (949) 774-4887 |
82-1236867 (I.R.S. Employer Identification Number) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kurt Busch
Chief Executive Officer
7555 Irvine Center Drive
Suite 200
Irvine, California 92618
(949) 774-4887
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Tad J. Freese, Esq. Kathleen M. Wells, Esq. Benjamin A. Potter, Esq. Brent T. Epstein, Esq. Latham & Watkins LLP 801 Jefferson Avenue, Suite 300 Redwood City, California 94063 (650) 328‑4600 |
Copies to:
Robert M. Saman, Esq. Chief Legal Officer and General Counsel Syntiant Corp. 7555 Irvine Center Drive Suite 200 Irvine, California 92618 (949) 774-4887 |
Byron B. Rooney, Esq. Elizabeth W. LeBow, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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 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 pursuant 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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Syntiant Corp. is filing this Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-1 (File No. 333-297282) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
See the Exhibit Index attached to this registration statement, which Exhibit Index is incorporated herein by reference.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
EXHIBIT INDEX
Exhibit Number |
|
Exhibit Description |
1.1* |
|
Form of Underwriting Agreement |
2.1#** |
|
|
3.1** |
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Amended and Restated Certificate of Incorporation, as amended, as currently in effect |
3.2* |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated , 2026 |
3.3* |
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Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of this offering |
3.4** |
|
|
3.5** |
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3.6* |
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Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of this offering |
4.1 |
|
Reference is made to Exhibits 3.1 through 3.5 |
4.2* |
|
Form of Class A Common Stock Certificate |
4.3* |
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Form of Class B Common Stock Certificate |
4.4#**
|
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4.5#** |
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4.6#** |
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4.7#** |
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4.8#** |
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4.9#** |
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5.1* |
|
Opinion of Latham & Watkins LLP |
10.1#**
|
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10.2**
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10.3#**
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10.4#**
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10.5** |
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10.6#**
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II-1
Exhibit Number |
|
Exhibit Description |
10.7**
|
|
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10.8** |
|
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10.9#** |
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|
10.10#** |
|
Lease between Irvine Business Center LLC and Syntiant Corp., dated July 2, 2022 |
10.11#** |
|
First Amendment to Lease between Irvine Business Center LLC and Syntiant Corp., dated March 17, 2025 |
10.12** |
|
|
10.13#** |
|
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10.14#** |
|
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10.15#** |
|
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10.16** |
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10.17# |
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10.18 |
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10.19 |
|
Amendment between Sony Electronics Inc. and Knowles Corporation, dated February 26, 2024 |
10.20
|
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|
10.21+** |
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10.22+** |
|
Form of Option Award Agreement under 2016 Stock Incentive Plan |
10.23+** |
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10.24+** |
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Form of Option Award Agreement under 2017 Equity Incentive Plan |
10.25+** |
|
Form of Restricted Stock Unit Award Agreement under 2017 Equity Incentive Plan |
10.26*+ |
|
Syntiant Corp. 2026 Equity Incentive Plan |
10.27*+ |
|
Form of Option Award Agreement under 2026 Equity Incentive Plan |
10.28*+ |
|
Form of Restricted Stock Unit Award Agreement under 2026 Equity Incentive Plan |
10.29*+ |
|
Syntiant Corp. Employee Stock Purchase Plan |
10.30*+ |
|
Non-Employee Director Compensation Program |
10.31*+ |
|
Form of Severance and Change in Control Agreement |
10.32+** |
|
|
10.33* |
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Exchange Agreement, by and among the registrant and the stockholders listed therein |
16.1** |
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Letter of Baker Tilly US, LLP Regarding Change in Registered Accounting Firm |
21.1** |
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23.1** |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm |
23.2* |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
24.1** |
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Power of Attorney (reference is made to the signature page to the Registration Statement) |
107.1** |
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* To be filed by amendment.
** Previously filed.
+ Indicates a management contract or compensatory plan or arrangement.
Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential.
# Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.
II-2
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 Irvine, State of California, on July 13, 2026.
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SYNTIANT CORP. |
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By: |
/s/ Kurt Busch |
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Name: Kurt Busch |
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Title: Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Kurt Busch |
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Chief Executive Officer and Director (Principal Executive Officer) |
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July 13, 2026 |
Kurt Busch |
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/s/ Ron Shelton |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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July 13, 2026 |
Ron Shelton |
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* |
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Director |
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July 13, 2026 |
Edward Frank |
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Director |
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Jeremy Holleman |
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* |
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Director |
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July 13, 2026 |
Anthony Lin |
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Director |
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Anand Kamannavar |
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* |
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Director |
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July 13, 2026 |
David J. Lam |
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Director |
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Jeffrey S. Niew |
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* |
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Director |
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July 13, 2026 |
Adam Spice |
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*By: |
/s/ Kurt Busch |
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Kurt Busch Attorney-in-Fact |
II-3
ATTACHMENTS / EXHIBITS
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