Form S-1MEF GreenBox POS

As filed with the Securities and Exchange Commission on February 16, 2021

 

Registration Statement No. 333-

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM S-1

 

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REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

GREENBOX POS

(Exact name of registrant as specified in its charter)

 

Nevada		8742		22-3962936
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

GreenBox POS

8880 Rio San Diego Drive, Suite 102

San Diego, CA 92108

(619) 631-8261

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Ben Errez

716 Seneca Heights, Las Vegas, NV 89081

(619) 631-8261

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Joseph M. Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, New Jersey 08830 Tel. No.: (732) 395-4400

Andrew M. Tucker, Esq. Nelson Mullins Riley & Scarborough LLP 101 Constitution Ave NW, Suite 900 Washington, DC 20001 Tel. No.: (202) 689-2800

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

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. ☑ 333-252576

 

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 ☒
	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. ☐ 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities To Be Registered		Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Common stock, $0.001 par value per share (2)		$	4,111,250			$	448.54
Total		$	4,111,250			$	448.54

 

(1)	The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $46,000,000 on a registration statement on Form S-1 (File No. 333-252576), which was declared effective by the Securities and Exchange Commission on February 12, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $4,111,250 are hereby registered.
(2)	Includes shares of common stock which may be issued upon exercise of a 45-day over-allotment option granted to the underwriters.

 

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

 

 

Explanatory note and incorporation by reference

 

GreenBox POS, a Nevada corporation, or the Registrant, is filing this registration statement to register additional securities with the Securities and Exchange Commission, or the SEC, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of the securities contemplated by the registration statement on Form S-1 (File No. 333-252576), which the Registrant originally filed on January 29, 2021, as amended, or the Prior Registration Statement, which the SEC declared effective on February 12, 2021. This registration statement incorporates by reference the contents of the Prior Registration Statement, including all amendments and exhibits thereto.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing, by $4,111,250, the maximum aggregate offering price of the shares of Common Stock, $0.001 par value per share (the “Common Stock”) which may be sold by the Registrant. The increase in the maximum aggregate offering price of the shares of Common Stock that are being registered for issuance and sale is in an amount that represents no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee Table contained in the Prior Registration Statement.

 

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

 

Exhibit Index 

 

Incorporated by

Exhibit

Reference

Filed or Furnished

Number

Exhibit Description

Form

Exhibit

Filing Date

Herewith

5.1

Legal opinion of Lucosky Brookman LLP

X

23.1

Consent of BF Borgers CPA PC

X

23.2

Consent of Lucosky Brookman LLP (reference is made to Exhibit 5.1)

X

 

 

 

 

SIGNATURES

 

Pursuant to 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 on Form S-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, CA, on February 16, 2021. 

 

	GreenBox POS
	By:	/s/ Fredi Nisan
		Fredi Nisan
		Chief Executive Officer

 

 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature		Title		Date
/s/ Fredi Nisan		Chief Executive Officer and Director		February 16, 2021
Fredi Nisan		(principal executive officer)
/s/ Ben Errez		Executive Vice President and Chairman of the Board of Directors		February 16, 2021
Ben Errez		(principal financial officer and principal accounting officer)

 

/s/ Genevieve Baer		Director		February 16, 2021
Genevieve Baer

 

/s/ William J. Caragol		Director		February 16, 2021
William J. Caragol

 

/s/ Ezra Laniado		Director		February 16, 2021
Ezra Laniado

 

 

 

Exhibit 5.1

 

 

February 16, 2021

 

GreenBox POS

8880 Rio San Diego Drive, Suite 102

San Diego, CA 92108

 

RE:	Form S-1 Registration Statement File No. 333-252576 and Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended

 

Gentlemen:

 

We have acted as counsel to you, GreenBox POS, a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on January 29, 2021 (File No.333-252576) (the “Prior Registration Statement”), which was declared effective on February 12, 2021, and a registration statement relating to the Prior Registration Statement filed pursuant to Rule 462(b) promulgated under the Act (the “Current Registration Statement” and together with the Prior Registration Statement, the “Registration Statement”). The Current Registration Statement relates to the registration of additional shares of common stock of the Company in an amount up to a maximum aggregate offering price of $4,111,250, including shares of common stock of the Company purchased pursuant to over allotments, if any (the “Additional Shares”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Additional Shares.

 

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Current Registration Statement and the Prior Registration Statement and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies..

 

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, having been issued and sold in exchange for payment in full to the Company of all consideration required therefor as applicable, and as described in the Registration Statement the Additional Shares will be validly issued, fully paid and non-assessable.

 

 

 

February 16, 2021

Page 2 of 2

 

Our opinion is limited to the federal laws of the United States and Chapter 78 of the Nevada Revised Statutes. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

 

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

 

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name as it appears in the Prospectus included in the Prior Registration Statement. In giving such consent, we do not thereby admit that we come within 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. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

 

	Very Truly Yours,
	/s/ Lucosky Brookman LLP
	Lucosky Brookman LLP

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated May 15, 2020, relating to the financial statements of Greenbox POS, as of December 31, 2019 and 2018 and to all references to our firm, which is included in the Registration Statement on Form S-1 (No. 333-252576).

 

 

 

 

 

 

Certified Public Accountants

Lakewood, CO

February 16, 2021

 

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