0001493152-18-015370.txt : 20181107 0001493152-18-015370.hdr.sgml : 20181107 20181107172106 ACCESSION NUMBER: 0001493152-18-015370 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20181107 DATE AS OF CHANGE: 20181107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Uranium Trading Corp CENTRAL INDEX KEY: 0001750407 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 830762817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-227723 FILM NUMBER: 181167432 BUSINESS ADDRESS: STREET 1: 2321 ROSECRANS AVENUE, SUITE 3245 CITY: E1 SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (310) 207-8400 MAIL ADDRESS: STREET 1: 2321 ROSECRANS AVENUE, SUITE 3245 CITY: E1 SEGUNDO STATE: CA ZIP: 90245 S-1/A 1 forms-1.htm

 

As filed with the U.S. Securities and Exchange Commission on November        , 2018

 

Registration No. 333- 227723

 

 

 

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

 

 

 

URANIUM TRADING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   6917   83-0762817
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

2321 Rosecrans Avenue, Suite 3245, El Segundo, CA 90245
(310) 906-2050

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)

 

 

 

Joe Huber

2321 Rosecrans Avenue, Suite 3245, El Segundo, CA 90245
Telephone: (310) 906-2050
Email: joe@uraniumtrading.com

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

 

Copies to:

 

Joseph P. Galda, Esq.
J.P. Galda & Co.
40 E. Montgomery Avenue, LTW 220
Ardmore, PA 19003
Tel: (215) 815-1534
Email: jpgalda@jpgaldaco.com
 

Christopher J. Lange, Esq.

Jonathan A. Jones, Esq.

LeClairRyan PLLC
919 East Main Street, Twenty-Fourth Floor
Richmond, Virginia 23219

Email: christopher.lange@leclairryan.com

 

 

 

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 [  ]   (Do not check if a smaller reporting company)   Smaller reporting company [X]
        Emerging growth company [X]

 

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. [  ]

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of

Securities to be Registered

  Proposed Maximum Aggregate Offering Price(1)(2)  

Amount of

Registration Fee

 
Class A common stock, par value $0.0001 per share  $57,500,000   $6,969.00

*

 

 

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

   
(2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any.

 

* Previously Paid

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange 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 it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, Dated November ___ , 2018

 

PRELIMINARY PROSPECTUS

 

 

This is the initial public offering of securities of Uranium Trading Corporation, a Delaware corporation. We are offering _______________ shares of our Class A Common Stock, par value $0.0001 (“Class A Common Stock”), designated as “Class A Common Stock.” The initial public offering price is expected to be between $10.00 and $12.00 per share. We have also granted the Underwriter a 45-day option to purchase up to an additional ________ shares of Class A Common Stock to cover over-allotments, if any.

 

We have a dual class structure for our Class A Common Stock consisting of Class A and Class B Common Stock. Holders of the Class B Common Stock are entitled to one vote per share in the election of directors and all other matters submitted to stockholders. The Class A Common Stock being offered is not entitled to any vote on any matter submitted to stockholders, except to the extent required by Delaware law and accordingly the holders of the Class B Common Stock will elect all of the members of the board of directors. All of the shares of Class B Common Stock are owned by 92 Trading LLC, the founder and manager of the Company, which makes all investment and trading decisions for the Company. Holders of shares of Class A Common Stock have no voting rights. This offering is for Class A Common Stock.

 

Currently, there is no public market for our Class A Common Stock. We have applied to list our Class A Common Stock on the NYSE American, under the symbol “UTC” and we expect our Class A Common Stock to be listed on the NYSE American on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE American. After this offering, 92 Trading LLC will own 100% of our voting shares. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Management—Status As a Controlled Company.”

 

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 5 for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

   Per Share of
Class A
Common Stock
   Total 
Public offering price  $          $           
Underwriting discounts and commissions(1)  $   $ 
Proceeds, before expenses, to Uranium Trading Corporation  $   $ 

 

 

(1) See the section of this prospectus entitled “Underwriting” for additional information regarding underwriting compensation.

 

The underwriter is offering the shares of Class A Common Stock for sale on a firm commitment basis. The underwriter expects to deliver the shares of Class A Common Stock to the purchasers on or about [●], 2018.

 

B. Riley FBR

 

_________________, 2018

 

   
 

 

TABLE OF CONTENTS

 

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

 

SUMMARY 3
RISK FACTORS 5
USE OF PROCEEDS 14
DIVIDEND POLICY 14
DILUTION 14
CAPITALIZATION 15
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
PROPOSED BUSINESS 16
MANAGEMENT OF UTC 18
MARKET, INDUSTRY, AND OTHER DATA 21
PRINCIPAL STOCKHOLDERS 26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 26
DESCRIPTION OF SECURITIES 26
UNDERWRITING 26
LEGAL MATTERS 30
EXPERTS 30
WHERE YOU CAN FIND ADDITIONAL INFORMATION 30
INDEX TO FINANCIAL STATEMENTS F-1

 

2
 

 

SUMMARY

 

This summary highlights selected information contained elsewhere in this Prospectus. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Class A Common Stock. You should carefully read the entire Prospectus, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Prospectus, before making an investment decision. Some of the statements in this Prospectus are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

 

Company Information

 

The Company, sometimes referred to herein as “we,” “us,” “our,” and the “Company,” “UTC” and/or “Uranium Trading Corp.” was incorporated on June 4, 2018 under the laws of the State of Delaware, to engage in any lawful corporate undertaking. Our fiscal year-end date is December 31.

 

The Company was formed to provide a vehicle for interested investors to invest in business opportunities in the civil uranium market. As such, the Manager will focus on providing a two-pronged service approach to investors in UTC:

 

 

Active pursuit of commercial business and trading opportunities in the international uranium market to generate value for investors in UTC with defined risk exposure; and

     
 

Providing a pathway for interested investors to invest in the storage of physical uranium with the goal of achieving capital appreciation as a result of price increases due to expected future fundamental supply and demand imbalances.

 

Uranium Trading Corporation offices are located at 2321 Rosecrans Avenue, Suite 3245, El Segundo, CA 90245. Our telephone number is (310) 906-2050. Our website is located at www.uraniumtrading.com, and our email address is ir@uraniumtrading.com.

 

The manager and the sole owner of the voting shares of the Company is 92 Trading LLC (the “Manager”), which shares the same address and telephone number as the Company. While the Manager is newly-formed, certain of the principals of the Manager have extensive experience in the uranium market. Because the Manager owns 100% of the voting power of the UTC, we will be a controlled company as of the completion of the offering under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules of the NYSE.

 

Because we will be a controlled company, a majority of our board of directors is not required to be independent, and our board of directors is not required to form independent compensation and nominating and corporate governance committees. As a controlled company, we will remain subject to rules of the Sarbanes-Oxley Act and the NYSE that require us to have an audit committee composed entirely of independent directors. Under these rules, we must have at least one independent director on our audit committee by the date our common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the listing date, and at least three independent directors on our audit committee within one year of the listing date. We expect to have two independent directors upon the closing of this offering.

 

If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and rules of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period. See “Management—Status As a Controlled Company.

 

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We do not intend to take advantage of the benefits of this extended transition period.

 

3
 

 

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our share of Class A Common Stock that is held by non-affiliates exceeds $700 million as of a date prior to June 30th of that fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

 

We do not incorporate the information on or accessible through our website into this Prospectus, and you should not consider any information on, or that can be accessed through, our website a part of this Prospectus.

 

Dividends

 

We have not paid any cash dividends on our Class A Common Stock to date and do not intend to pay cash dividends for the immediate future, retaining earnings to pay operating expenses and purchase additional uranium. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.

 

Trading Market

 

We are applying to have our Class A Common Stock traded on the NYSE American.

 

THE OFFERING

 

Issuer:   Uranium Trading Corporation
     
Securities offered:   ________________ shares of our Class A Common Stock, par value $0.0001 (“Class A Common Stock”)
     
Number of shares of Class A Common Stock outstanding before the offering :  

375,000 shares of Class B and no shares of Class A Common Stock issued and outstanding as of August ___, 2018

     
Number of shares of Class A Common Stock to be outstanding after the offering :   375,000 shares of Class B and ______________ shares of Class A Common Stock issued and outstanding (____ shares of Class A Common Stock if the Underwriter’s over-allotment option is exercised in full)
     
Price per share:   $__________
     
Trading Market:   We intend to apply to have our Class A Common Stock approved for trading on the NYSE American.
     
Use of proceeds:   Our net proceeds (after our estimated offering expenses and underwriter’s discount) will be $___________. We will use at least 85% of these net proceeds for purchases of uranium and to utilize in our uranium trading program with any balance for working capital and other general corporate purposes. We have entered into an agreement to purchase up to 2.5 million pounds of U3O8 at a discount of 1.5% of the spot price and will use $_____________ of the proceeds of this offering to purchase U3O8 pursuant to this agreement.
     
Risk factors:   Investing in our Class A Common Stock involves a high degree of risk, including: volatility of the uranium market, limited operational history and the limited market for our stock. See “Risk Factors.”

 

Summary Financial Data

 

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

 

Balance Sheet Data  June 30, 2018  

September 30, 2018

(unaudited)

 
Working capital (deficiency)  $672,364                
Total assets  $751,875      
Total liabilities  $79,511      
Stockholder’s equity  $672,364      

 

4
 

 

RISK FACTORS

 

The following is only a brief summary of the risks involved in investing in our Company. Investment in our Securities involves risks. You should carefully consider the following risk factors in addition to other information contained in this prospectus. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this Document, including statements in the following risk factors, constitute “Forward-Looking Statements.”

 

Risks Related to Uranium Trading Corp.’s Activities and the Industry

 

The price of uranium is volatile, which makes the value of the shares of Class A Common Stock difficult to predict.

 

Uranium Trading Corp.’s activities almost entirely involve investing and trading in uranium products, including uranium oxide in concentrates (“U3O8”) and UF6 and other enriched uranium products (which are collectively referred to herein as “Uranium Products”). Therefore, the principal factors affecting the price of the shares of Class A Common Stock are factors which affect the price of Uranium Products, and are thus beyond Uranium Trading Corp.’s control.

 

Although Uranium Trading Corp. engages in trading operations with Uranium Products which may affect the value of its Class A Common Stock, the value of the shares of Class A Common Stock will depend upon, and typically fluctuate with, fluctuations in the price of its Uranium Products.

 

The market prices of Uranium Products are affected by near-term demand for U3O8, conversion and enrichment services conversion and enrichment, and rates of production of uranium from mining, and may be affected by a variety of unpredictable international economic, monetary and geo-political considerations, including increased efficiency of nuclear power plants and increased availability of alternative nuclear fuel, such as mixed oxide fuel generated in part from weapons grade plutonium as well as other fuels used to generate electricity, potential government inventories, and uranium recovered from recycling/reprocessing programs.

 

Macroeconomic considerations include: expectations of global economic growth and resulting demand for electricity; expectations of future rates of inflation; the strength of, and confidence in, the U.S. dollar, the currency in which the price of Uranium Products is generally quoted, and other currencies; interest rates; and other global or regional economic events.

 

In addition to changes in production costs, shifts in political and economic conditions affecting uranium producing countries may have a direct impact on their production rates and sales of uranium.

 

The fluctuation of the prices of Uranium Products is illustrated by the following table, which sets forth, for the periods indicated, the highs and lows of the spot price for Uranium Products1:

 

 

The price of Uranium Products is also tied directly to the worldwide electrical utility industry. Deregulation of the utility industry, particularly in the U.S. and Europe, is expected to impact the market for nuclear and other fuels for years to come, and may result in the premature shutdown of nuclear reactors and cancellation of nuclear projects under development. Experience to date with deregulation indicates that utilities are improving the performance of their reactors, achieving record capacity factors. In addition, governmental subsidies of renewable energy affect the market price for electricity and accordingly impact demand for nuclear fuel. There can be no assurance that this trend will continue.

 

 

1 Information in table compiled by 92 Trading LLC based upon data obtained from https://www.cameco.com/invest/markets/uranium-price

 

5
 

 

No public market for Uranium Products exists at this time.

 

There is no liquid public market for the sale of Uranium Products. The Company and the Manager may not be able to acquire Uranium Products, or once acquired, sell Uranium Products for a number of months. The pool of potential purchasers and sellers is limited , and each transaction requires negotiation of specific provisions. Accordingly, a purchase or sell cycle pursuant to a tender may take several months to complete. In addition, as the supply of Uranium Products is limited, with average spot market sales over the last eight years being only approximately 20 million pounds of Uranium Products per year, Uranium Trading Corp. may experience additional difficulties purchasing Uranium Products in the event that it is a significant buyer. The inability to purchase and sell on a timely basis in sufficient quantities could have a material adverse effect on the shares of the Company.

 

We may incur significant losses from our trading and investment activities due to market fluctuations and volatility.

 

We generally maintain large trading and investment positions in the uranium market. To the extent that we own Uranium Products, i.e., have long positions, a downturn in those markets could result in losses from a decline in the value of those long positions. Conversely, to the extent that we have sold Uranium Products we do not own, i.e., have short positions, an upturn in those markets could expose us to potentially unlimited losses as we attempt to cover our short positions by acquiring Uranium Products in a rising market. We may from time to time have a trading strategy consisting of holding a long position in one form of uranium and a short position in another, from which we expect to earn revenues based on changes in the relative value of the two forms. If, however, the relative value of the two forms of Uranium changes in a direction or manner that we did not anticipate or against which we are not hedged, we might realize a loss in those paired positions.

 

Our hedging strategies may not prevent losses.

 

If our strategies to hedge our exposure to various types of risk are not effective, we may incur losses. Many of our strategies are based on historical trading patterns and correlations. For example, if we hold a long position in a form of Uranium Product, we may hedge this position by taking a short position in an asset where the short position has, historically, moved in a direction that would offset a change in value in the long position. However, these strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

 

We are subject to counterparty credit and performance risk, in particular in our trading activities.

 

Non-performance by the Company’s suppliers, customers and hedging counterparties may occur in a range of situations, such as:

 

● a significant increase in the price of Uranium Products could result in suppliers being unwilling to honor their contractual commitments to sell commodities to the Company at preagreed prices;

 

● a significant reduction in the price of Uranium Products could result in customers being unwilling or unable to honor their contractual commitments to purchase commodities from the Company at pre-agreed prices;

 

● suppliers may take payment in advance from the Company and then find themselves unable to honor their delivery obligations due to financial distress or other reasons; and

 

● hedging counterparties may find themselves unable to honor their contractual commitment due to financial distress or other reasons.

 

The Company is reliant on third parties to source the Uranium Products purchased by its marketing operations. Any disruptions in the supply of product, which may be caused by factors outside the Company’s control, could adversely affect the Company’s margins.

 

The Company’s business, results of operations, financial condition and prospects could be materially adversely impacted if it is unable to continue to source required volumes of Uranium Products from its suppliers on reasonable terms or at all. The Company seeks to reduce the risk of customer non-performance by requiring credit support from creditworthy financial institutions, including making extensive use of credit enhancement products, such as letters of credit, bank guarantees or insurance policies, where appropriate, and by imposing limits on open accounts extended. No assurance can be given that the Company’s attempts to reduce the risk of customer nonperformance will be successful in every instance or that its financial results will not be adversely affected by the failure of a counterparty or counterparties to fulfil their contractual obligations in the future. Such failure could have an adverse impact on the Company’s business, results of operations and financial condition, including by creating an unintended, unmatched Uranium Products price exposure.

 

6
 

 

We may employ leverage in our trading and marketing operations, which may increase the impact of changes in market conditions on our profitability.

 

While borrowing to purchase Uranium Products will not be a principal strategy employed by the Manager, we may borrow to address the need for liquidity to meet working capital needs and may use operational leverage to buy Uranium Products where there is not a firm commitment for a matching sale. In a period of rising prices use of leverage may magnify the gains while periods of falling prices magnifies the losses. Failing to properly manage the risk of leverage on UTC’s performance may have an adverse effect on the Company.

 

Because we store uranium products at licensed storage facilities, we are subject to the risks associated with those storage facilities.

 

The vast majority of all nuclear power reactors require ‘enriched’ uranium fuel in which the proportion of the uranium-235 isotope has been raised from the natural level of 0.7% to about 3.5% to 5%. The enrichment process needs to have the uranium in gaseous form. To accomplish this, the mined Uranium Products go through a conversion plant (a “Converter”) which turns the uranium oxide into uranium hexafluoride. The Manager is required to ensure that each Converter, enrichment facility or processor of Enriched Uranium Products (“Storage Facilities”) utilized by the Company provides satisfactory industry standard protections for the benefit of the Company or ensure that the Company has the benefit of insurance arrangements obtained on standard industry terms. There is no guarantee that either such protections or insurance in favor of the Company will fully cover or absolve the Company in the event of loss or damage. Uranium Trading Corp. may be financially and legally responsible for losses and/or damages not covered by indemnity provisions or insurance. Such responsibility could have a material adverse effect on the financial condition of the Company.

 

In addition, the terms of storage contracts require the commingling of assets, meaning that, if a Converter were to become insolvent, it might prove not only difficult to access the Conversion Facility but also to retrieve the Company’s Uranium Products from storage. Furthermore, title to Uranium Products held in storage with Converters is generally determined by book transfer and book entry. The Company understands such title mechanism to be the market standard and has no reason to believe that it is deficient. However, there is no guarantee that, in the event of an insolvency or change of control of a Converter, a third party would not challenge the Company’s title to its Uranium Products. In such circumstance, the Company would be able to adduce other documentary evidence, such as a signed sale and purchase agreement, to evidence its title. If, however, such a challenge was successful, the Company may not be able to retrieve its Uranium Products from storage, or may be delayed in doing so, which could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

All Uranium Products will be stored by licensed Converters, enrichment facilities for UF6, and fabrication facilities for Enriched Uranium Products (“Storage Facilities”). As the number of duly licensed storage facilities is limited, there can be no assurance that new arrangements that are commercially beneficial to Uranium Trading Corp. will be readily available. Failure to negotiate commercially reasonable storage terms with Converters may have a material adverse effect on the financial condition of the Company.

 

We do not expect to have an abundance of operational liquidity once the proceeds of the Offering have been used, and our future cash resources will be dependent on our operations going forward.

 

The expenses of Uranium Trading Corp. will be funded from cash on hand from the proceeds of the Offering not otherwise invested in Uranium Products. See “Business of Uranium Trading Corp.” Once such cash available has been expended, the Company will be required to generate cash resources from the sale of Uranium Products, debt incurrence or the sale of additional equity securities. In addition , the Company expects to make purchase commitments well in advance of offsetting sales of Uranium Products and thus may be perceived as utilizing leverage in its operations. There is no guarantee that any debt or additional equity or equity related securities will be available on terms acceptable to the Company or that the Company will be able to sell Uranium Products in a timely or profitable manner.

 

The demand for our product is competitive with the demand for other sources of energy, which is affected by the public’s perception of nuclear energy as a viable energy source. If nuclear energy is no longer viewed as a viable energy source our business will be seriously harmed.

 

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity, as well as alternative forms of renewable energy. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity, as well as the possibility of developing other low - cost sources for energy, may result in lower demand for Uranium Products. Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.

 

7
 

 

The occurrence of a nuclear reactor accident could create public mistrust in nuclear energy which would seriously harm our business, and may result in restrictive governmental regulations on the use of nuclear energy materially adverse to our business.

 

An accident at a nuclear reactor anywhere in the world could have an impact on the continued acceptance by the public and regulatory authorities of nuclear energy and the future prospects for nuclear generators, which could have a material adverse effect on Uranium Trading Corp.

 

We rely on Cameco for our storage of Uranium Products and any issues with Cameco’s operation could seriously harm our business.

 

As of the date of this Prospectus, our only storage contract (“Storage Contract”) is with Cameco Corporation (“Cameco”), one of the world leaders in the Uranium Products industry. Cameco is one of the world’s largest providers of the uranium fuel needed to generate clean, reliable baseload electricity around the globe. Its tier-one operations in Canada and Kazakhstan have the licensed capacity to produce more than 53 million pounds (100% basis) each year. This is backed by about 458 million pounds of proven and probable reserves and extensive resources on three continents.

 

The Company is exposed to the credit risk of Cameco. If Cameco were to become insolvent, it might prove difficult not only to access Cameco facilities but also to retrieve the Company’s Uranium Products from storage, particularly given that it will be commingled with other assets – even if there is another Storage Facility within a suitable distance or an appropriate transport provider could be found to remove the Uranium Products from storage.

 

If the Company is unable to retrieve its Uranium Products on an insolvency of Cameco, this could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Because title to Uranium Products being stored at Cameco is determined by book entry, the Company is at risk for challenges to its title of its Uranium Products if physical possession of Cameco is taken by a third party.

 

Title to the Uranium Products in storage at Cameco is determined by book transfer and book entries pursuant to the Storage Contract, which is governed by Canadian law. The Company understands such title mechanism to be the market standard and has no reason to believe that it is deficient. However, there is no guarantee that, in the event of an insolvency or change of control of Cameco, a third party would not challenge the Company’s title to its Uranium Products. In such circumstance, the Company would be able to adduce other documentary evidence, such as a signed sale and purchase agreement or the quarterly statements it receives, to evidence its title. If, however, such a challenge was successful, the Company may not be able to retrieve its Uranium Products from storage at Cameco’s facilities, or may be delayed in doing so, which could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

We may only be able to sell Uranium Products to parties who have storage accounts with Cameco, which limits our potential customer base.

 

The Storage Contract generally only allows for the book transfer of U3O8 to and from existing account holders limiting the Company to sell its Uranium Products to another party with a storage account at Cameco. Generally, U3O8 cannot physically be removed from storage except in certain specified circumstances. This could limit the number of potential buyers in future, which may have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Cameco’s liability under the Storage Contract excludes consequential losses. If we suffer consequential losses in connection with the Storage Contract, we will have no recourse against Cameco which could have a material adverse effect on our business.

 

Cameco’s liability to the Company if it breaches the Storage Contract is limited to replacement of the Uranium Products. Incidental, special, economic, indirect or consequential damages resulting from such breach, such as loss to the Company as a result of failing to meet obligations to third parties as a result of Cameco’s breach, are excluded. This could leave the Company exposed to loss, which could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

8
 

 

Risks Related to the Structure of Uranium Trading Corp. and this Offering

 

The Company is a new company with only a recent operating history, which makes it difficult to evaluate our prospects and future financial results.

 

The Company is a newly formed entity and only recently commenced operations and so does not have a significant track record or long operating history. Other than its ownership of an initial 5,000 pounds of Uranium Products purchased in June 2018, the Company does not have any material assets or liabilities at the date of this prospectus. Accordingly, at the date of this prospectus, the Company has no historical financial data upon which prospective investors may base an evaluation of the Company. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise, including the risk that the Company will not achieve its business objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested and loss of the ability to meet financial obligations as they fall due. The past performance of companies, assets or funds managed by the directors, the Manager or persons affiliated with them, in other ventures in a similar sector or otherwise, is not necessarily a guide to the future business, results of operations, financial condition or prospects of the Company. Investors will be relying on the Company’s, the Manager’s and the Directors’ ability to identify potential business opportunities, evaluate their merits and conduct negotiations.

 

Because the liquidity of the Company is dependent on its sales , if the Company fails to make sufficient trading profits or sales of Uranium Products, our business could suffer.

 

Uranium Trading Corp.’s liquidity will rely principally on trading activities by Uranium Trading Corp. of Uranium Products. Unless Uranium Trading Corp. generates sufficient cashflow from its trading operations sufficient to pay its working capital needs the business could suffer, and the focus on growth means that it is unlikely to have resources to declare any dividends or make other cash distributions for the foreseeable future.

 

Because the Company is a self-governing corporation it will rely heavily on its Board of Directors and Manager.

 

Uranium Trading Corp. is a self-governing corporation that is governed by the Board of Directors appointed and elected by the holders of the Class B Common Stock, which are owned by the Manager. Uranium Trading Corp. will, therefore, be dependent on the services of its Board of Directors and the Manager for management services.

 

If the Manager resigns from its role our business could greatly suffer.

 

The Manager may terminate the Management Services Agreement after an initial term of three years in accordance with the terms thereof. Uranium Trading Corp. may not be able to readily secure similar services as those to be provided under the Management Services Agreement and its operations may therefore be adversely affected.

 

The Company’s Management Team’s efforts and talents are not dedicated solely to the Company.

 

Directors and officers of Uranium Trading Corp., the Manager and the Underwriters and their respective affiliates, directors and officers may provide investment, administrative and other services to other entities and parties. The directors and officers of Uranium Trading Corp., and the directors and officers of the Manager have undertaken to devote such reasonable time as is required to properly fulfill their responsibilities in respect to the business and affairs of Uranium Trading Corp., as they arise from time to time.

 

Regulatory changes to the nuclear energy industry could seriously harm our business.

 

Uranium Trading Corp. may be affected by changes in regulatory requirements, customs, duties or other taxes. Such changes could, depending on their nature, benefit or adversely affect Uranium Trading Corp.

 

Counterparties to the Company’s material contracts may become insolvent or otherwise unable to fulfil their contractual obligations .

 

The Company has entered into material contracts with, inter alia, the Manager, and Cameco. At the date of this prospectus, the Storage Contract is the Company’s only agreement for the storage of Uranium Products. There can be no assurance that the counterparties to these arrangements will not become insolvent or otherwise unable to fulfil their contractual obligations to the Company. In such a circumstance, the Company may not be able to secure similar contracts on as competitive terms or at all. This could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

9
 

 

Changes in laws, regulations or government policy could adversely affect the Company’s business.

 

The Company and its operations are subject to laws, regulations and government policy in a number of jurisdictions. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. New laws, regulations or government policy or amendments to existing laws, regulations or government policy affecting the Company could impose restrictions on the Company’s activities or give rise to significant unanticipated costs.

 

The uranium industry is subject to numerous laws and regulations. Whilst the Company does not require specific permits or licenses in relation to its holding of Uranium Products at Cameco’s Port Hope/Blind River facility in Ontario, Canada, and does not expect to require specific permits or licenses in relation to any Uranium Products it may hold at other conversion facilities, the Company may be adversely affected by changes in applicable Canadian uranium laws or regulations or changes in uranium laws or regulations in other jurisdictions in which the Company holds or undertakes other activities involving Uranium Products.

 

In addition, governmental policies and trade restrictions, which are beyond the control of the Company, may affect the global supply of uranium. For example, two U.S. producers have recently filed a petition with the U.S. Commerce Department under section 232 of the U.S. Trade Act of 1962, alleging that uranium imported from foreign sources is unfairly competing with US produced uranium due to state subsidies in the country of production.

 

Any change in the laws, regulations or government policy affecting the Company could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Regulatory requirements may materially affect the pricing, terms and compliance costs associated with certain regulated Uranium Products transactions that may be undertaken by the Company.

 

The CFTC and other U.S. regulatory authorities have promulgated a range of regulatory requirements (the ‘‘ U.S. Regulations’’) that may affect the pricing, terms and compliance costs associated with certain regulated transactions (including Uranium Products instruments that are regulated by the CFTC) that the Company may, in the future, enter into. Some or all of these regulated transactions the Company may enter into may be affected by (i) the requirement that certain swaps be centrally cleared and in some cases traded on a designated contract market or swap execution facility, (ii) initial and variation margin requirements of any central clearing organization (with respect to cleared swaps) or initial or variation margin requirements as may otherwise be required with respect to off-exchange (OTC) swaps, or (iii) swap reporting and recordkeeping obligations, and certain other regulatory obligations. These requirements may significantly increase the cost to the Company of entering into these regulated transactions, and the Company may face unforeseen legal consequences or there may be other material adverse effects on the Company or its Shareholders.

 

Bribery and corruption in the geographical regions in which the Company conducts business could materially adversely affect its business, results of operations and financial condition.

 

Certain countries in which the Company may in the future conduct business are known to experience increased levels of bribery and corruption relative to more developed economies. Although the Company mandates strict compliance with anti-bribery and anti-corruption laws, it may not be possible for the Company to ensure compliance with such laws in every jurisdiction in which its employees, agents or sub-contractors are located or may be located in the future. Any government investigations into, or other allegations against, the Company, its employees, agents or sub-contractors, with respect to the involvement of such persons in bribery, corruption or other illegal activity, could subject to the Company to, among other things, reputational damage and, if successful, civil or criminal penalties, other remedial measures and legal expenses, which could materially adversely affect the Company’s business, results of operations and financial condition.

 

The future imposition of sanctions could materially affect the Company’s business and financial condition.

 

The imposition of sanctions, including those which target uranium producing countries or nationals of those countries, whether or not the Company does business in such countries, could interfere with the Company’s ability to conduct its business, otherwise have a material adverse effect on the Company’s business and financial condition or restrict the ability of sanctioned persons to acquire interests in the Company or its assets. For example, Russia has threatened to halt the export of uranium to the U.S. in response to sanctions imposed against certain Russian businessmen and officials. While the Company does not deal with Russian uranium producers at present, Russia’s response to such sanctions could potentially impact the global supply and demand for Uranium Products in a way which has a material adverse effect on the Company’s business, results of operations and financial condition.

 

10
 

 

Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock

 

Holders of shares of Class A Common Stock have no voting rights. As a result, holders of shares of Class A Common Stock will not have any ability to influence stockholder decisions.

 

Class A Common Stockholders, including those purchasing shares of Class A Common Stock in this offering, have no voting rights, unless required by Delaware law. As a result, all matters submitted to stockholders will be decided by the vote of holders of Class B Common Stock. Our Manager will have control all of our voting power after this offering, and will, have the ability to control the outcome of all matters submitted to our stockholders for approval. This concentrated control eliminates other stockholders’ ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as preferable. As a result, the market price of our share of Class A Common Stock could be adversely affected.

 

For so long as the Manager owns a majority of the voting power of the outstanding shares, the directors designated by the Manager are expected to constitute a majority of each committee of our board of directors, however , as soon as we are no longer a “controlled company” under the NYSE corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our board of directors will be “independent directors,” as defined under the rules of the NYSE, subject to any phase-in provisions.

 

We expect to be a controlled company within the meaning of the NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

 

Upon the completion of this offering, the Manager will own a majority of the combined voting power of all classes of our outstanding voting stock. As a result, we expect to be a controlled company within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or Company of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

 

a majority of the board of directors consist of independent directors as defined under the rules of the NYSE;
   
the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
   
the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

 

These requirements will not apply to us as long as we remain a controlled company. Following the offering, we intend to take advantage of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. See “Management—Status As a Controlled Company.”

 

11
 

 

There are very few companies which have completed an initial public offering of non-voting stock in the United States. We therefore cannot predict the impact our capital structure and the concentrated control by the holders of Class B Common Stock may have on our stock price or our business.

 

Although other U.S.-based companies have publicly traded classes of non-voting stock, to our knowledge, only few companies have completed an initial public offering of non-voting stock in the United States. We cannot predict whether this structure, combined with the concentrated control by 92 Trading LLC, will result in a lower trading price or greater fluctuations in the trading price of our share of Class A Common Stock as compared to the market price were we to sell voting stock in this offering, or will result in adverse publicity or other adverse consequences.

 

The price of our Class A Common Stock may be volatile.

 

If we are able to get a trading market for our stock, the trading price of our Class A Common Stock is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control or unrelated to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere, these factors include: the operating performance of similar companies; the volatility of the uranium market, the overall performance of the equity markets; the announcements by us or our competitors of significant transactions; changes in laws or regulations relating to the nuclear power industry; any major change in our board of directors or management; publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; and general political and economic conditions.

 

We expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

 

We estimate that it will cost approximately $____________ annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

 

If we are able to develop a market for our Class A Common Stock, our Class A Common Stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

 

If we are able to develop a market for our Class A Common Stock, it may be thinly traded on the NYSE American, meaning that the number of persons interested in purchasing our shares at, or near ask prices at any given time, may be relatively small or non- existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our shares of Class A Common Stock will develop or be sustained, or that current trading levels will be sustained.

 

12
 

 

The elimination of monetary liability against our directors, officers and employees under our Certificate of incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

 

Our Certificate of incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and stockholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and stockholders.

 

Securities analysts may elect not to report on our Class A Common Stock or may issue negative reports that adversely affect the stock price.

 

At this time, no securities analysts provide research coverage of our Class A Common Stock, and securities analysts may not elect to provide such coverage in the future. It may remain difficult for our company, with its small market capitalization, to attract independent financial analysts that will cover our Class A Common Stock. If securities analysts do not cover our Class A Common Stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our Class A Common Stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our Class A Common Stock.

 

We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Class A Common Stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A Common Stock less attractive because we may rely on these exemptions. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.

 

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

 

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

 

13
 

 

USE OF PROCEEDS

 

The estimated net proceeds from this Offering, after deducting the expenses of the Offering, assuming the maximum offering, will be ______________________. Uranium Trading Corp. will invest at least 85% of the gross proceeds of this Offering in Uranium Products and in its trading program. The Company has entered into a purchase agreement to purchase up to 2.5 million pounds of U3O8 at a discount of 1.5% of the spot price and will use $_____________ of the proceeds of this offering to purchase U3O8 pursuant to this agreement.

 

The balance of the net proceeds will be used by Uranium Trading Corp. for general working capital purposes. Pending such uses, these proceeds will be invested in short-term government debt or short-term investment grade corporate debt.

 

DIVIDEND POLICY

 

We have not paid any cash dividends on our Class A Common Stock to date and do not intend to pay cash dividends for the immediate future, retaining earnings to pay operating expenses and purchase additional uranium. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.

 

DILUTION

 

The difference between the public offering price per share of our share of Class A Common Stock, and the pro forma net tangible book value per share of our share of Class A Common Stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of share of Class A Common Stock which may be redeemed for cash), by the number of outstanding shares of our share of Class A Common Stock.

 

At September 30, 2018, our net tangible book value was ________, or approximately _______ per share of Class A Common Stock. After giving effect to the sale of ___________ shares of Class A Common Stock, our pro forma net tangible book value at September 30, 2018 would have been $_________, or approximately $________ per share, representing an immediate increase in net tangible book value (assuming no exercise of the underwriter’s over-allotment option) of $_______ per share to the holder of the Class B Common Stock as of the date of this prospectus. Total dilution to public stockholders from this offering will be $_______ per share. The dilution to new investors if the underwriter exercises the over-allotment option in full would be an immediate dilution of $________ per share or ________%.

 

The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:

 

Public offering price      $ 
Net tangible book value before this offering  $     
Increase attributable to public stockholders        
Pro forma net tangible book value after this offering      $ 
Dilution to public stockholders      $ 

 

14
 

 

CAPITALIZATION

 

The following table sets forth our capitalization at September 30, 2018, and as adjusted to give effect to the sale of our units and the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities:

 

   September 30, 2018 
   Actual   As Adjusted(1) 
Class A Common Stock          
Class A Common Stock, $0.0001 par value, 500,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); ______ shares issued and outstanding (as adjusted)                 \                      
Class B Common Stock, $0.0001 par value, 10,000,000 shares authorized (actual and as adjusted); ______ shares issued and outstanding (actual); ____________ shares issued and outstanding (as adjusted)        
Additional paid-in capital        
Accumulated deficit      (                 )
Total stockholder’s equity        
Total capitalization  $   $ 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Investment Objective and Strategy

 

UTC’s primary purpose is to generate trading income from marketing opportunities in the Uranium market while providing investors to profit from the potential appreciation in physical uranium. The Company will attempt to generate income from business and trading opportunities in the uranium market through commercial transactions, purchases, sales, loans, etc. with other participants in the uranium market. As with any company, an investment in the shares of Class A Common Stock of the Company provides investors with exposure to increases (or decreases) in the value of the Company’s underlying assets. In the case of UTC, the value of the Company’s underlying assets is substantially derived from its holdings of physical uranium. The goal of UTC is to provide investors with a vehicle that is levered to the uranium price.

 

Investment Policies

 

The Company will use at least 85% of the proceeds of this Offering to purchase U3O8. UTC has entered into an agreement with a marketer of Uranium Products to purchase up to two million pounds of U3O8 at a discount of 1.5% of the spot price. This initial purchase will provide the Company with a basis for its trading and marketing operations while giving investors in the Company the ability to also benefit from the potential for price appreciation in Uranium Products.

 

Ownership of Uranium

 

All uranium owned by UTC is stored at licensed uranium conversion, enrichment, or fuel fabrication facilities (each one, a “Facility” or collectively, the “Facilities”) owned by different organizations in Canada, France, England, Germany, the Netherlands and the United States. The Manager, on behalf of UTC, negotiates storage arrangements with the Facilities. See “Business of UTC – Management of UTC”. The Facilities represent the only viable source of storage, at present, and are also used by global nuclear energy utilities, and Uranium Products traders for their storage needs. Accordingly, the Company’s risk in respect of ownership and storage of its uranium is considered largely similar to that of any participant in the nuclear energy industry. See “Risk Factors – Risks Associated with Facilities”.

 

15
 

 

PROPOSED BUSINESS

 

Investment Strategy

 

The Company was formed to provide a vehicle for interested investors to invest in business opportunities in the international uranium market. As such, the Company will focus on providing a two-pronged service approach to investors in UTC:

 

 

Active pursuit of commercial business and trading opportunities in the international uranium market to generate value for investors in UTC with defined risk exposure; and

     
 

Providing a pathway for interested investors to invest in the storage of physical uranium with the goal of achieving capital appreciation as a result of price increases due to expected future fundamental supply and demand imbalances.

 

The goal of UTC is to provide investors with a vehicle that is levered directly to the uranium price. With this intent in mind, the Company’s primary objective is to provide investors with the maximum exposure to its underlying uranium investments, at any given time, as is reasonable given the Company’s current and expected future financial position.

 

Trading Activities

 

The Manager (the principals of which have extensive experience in the trading of uranium) will also attempt to generate additional value for investors in UTC by the purchasing and selling (trading) of uranium products in the international uranium market worldwide as well as taking advantage of other commercial opportunities, such as loans, swaps/exchanges, or brokerage etc. (each further described below), which potentially would generate additional value for UTC’s investors.

 

Some of the trading activities to be pursued by the Manager to increase profits shall include, but will not be limited to:

 

Swaps

 

Swaps refer to the exchange of physically stored Uranium Products. An example would be when physical transportation is too costly or time consuming; Party 1 would look for a swap partner with Party 2, to exchange ownership of a certain quantity of Uranium. Often, the Party initiating the swap will pay a fee to the other party as compensation.

 

Loans

 

Loans traditionally refer to short-term loans of Uranium Products at specific locations. Loans have been used in the past to bridge physical transport gaps, production delays, or for other reasons where Uranium Products were needed on a limited time basis. During the past 5 years, the liquidity in the market has increased, and loans have become more obsolete. Nevertheless, some parties still use loans for larger quantities and longer timeframes.

 

Brokerage

 

This trading activity refers to the brokerage of third - party transactions by matching interested parties in the selling and buying of Uranium Products. UTC would not participate directly in the transaction, rather, UTC would bring the parties together in exchange for a fee.

 

In some cases, UTC may act as a “Sleeve”, which is a broker of a transaction between two parties who cannot deal with each other for various reasons. This type of brokerage results in a fee for the Sleeve.

 

Forfaiting

 

Forfaiting refers to the non-recourse sale of existing receivables to banks using a structured contractual approach between the banks. Here, UTC would be the party selling the receivables and the utility would be purchasing the Uranium Products. This type of transaction enables UTC to use funds from the bank to arrange for the purchase of Uranium from the supplier and enter into a sales contract with the utility, which can comprise of one future single delivery or multiple deliveries. Large quantities can be sold without using the illiquid spot market price and with no price impact. This transaction style is not as preferred by utilities due to accounting issues. However, banks prefer this style because operational risk is eliminated, allowing them to offer better financing rates.

 

Warehousing

 

Warehousing is similar to forfaiting, except that the creation of the receivable is dependent on the future delivery of the Uranium Products to the utility and exposes the bank to a certain degree of operational risk; therefore, interest charges for the purchase of future receivables will mostly be higher than for a Forfaiting transaction. This type of transaction enables UTC to use funds from the bank to arrange for the purchase of Uranium Products from the supplier and enter into a sales contract with the utility, which can comprise of one future single delivery or multiple deliveries. Large quantities can be sold without using the illiquid spot price and with no price impact. Utilities prefer this style, however, due to operational risks, banks will charge higher financing fees.

 

Inventory Financing

 

Inventory Financing refers to a concept where an entity, i.e. a utility, owns a certain amount of Uranium Products but wants to finance the inventory forward until future use of the Uranium Products. Some financial institutions have separate entities set up to function as a holding company, which takes ownership of the Uranium Products until the time of future delivery, delivering the Uranium Products directly to the purchaser and receiving payment. Generally, the financial institution offers very competitive financing rates. Compensation is derived either from a spread on the sales/purchase transaction with the market or on receipt from the bank. The Company’s role would be to find and establish the relationship/connection with an appropriate lending facility, then structure the agreement/contract.

 

16
 

 

Hedging Functionality

 

Hedging functionality refers to participants hedging some of their variable or fixed price exposure. As derivative products on the underlying Uranium Product are not abundantly in existence and many utilities are wary to take on any exposures to derivate products because of legal and accounting implications, opportunities exist to offer custom-tailored contract structures for an appropriate fee. Some utilities possess contracts that are market - based price wise, and they wish to convert those to predictable fixed price mechanisms. Together with financing institutions, the Company would structure a transaction whereby the utility receives fixed pricing and Uranium Trading Corporation accepts and manages the market exposure.

 

Agency Business

 

Agency Business refers to commercial trading opportunities representing a third party trying to sell or purchase Uranium Products. These services may be offered on a commission basis to third parties who may not have the marketing expertise or familiarity with a geographic area of a buyer. UTC’s management has experience in this type of transaction from multiple cases during prior activities in the nuclear full cycle industry. UTC would act as an agent to a buyer or seller and would charge a commission.

 

Off-Take Agreements

 

Off-Take Agreements with Uranium mines refer to purchase contracts for fixed or variable quantities of Uranium from the production of a specific mine. Smaller mines that more recently went into production often do not have the expertise and experience in the Uranium market to be able to lock in sales for the required timing and quantity of their production. UTC can enter into a purchase contract with such mining companies directly or arrange for a buyer against a commission. Often, these mining companies are willing to sell their production at a market index with a 1% to 2% discount as remuneration for the buyer to take on the risk of onward selling the production. Fixed price sales, often agreed upon for shorter timeframes, may be attractive to the buyer if a potential price increase is expected in the near-term and for the seller, if a price decline or no major movement in price is foreseeable.

 

Uranium market

 

Competition

 

There are a limited number of competitors in the market for Uranium Products, consisting principally of electric utilities which are purchasing Uranium Products for their own use in their nuclear reactors, and the Converters which purchase supplies of Uranium Products for enrichment and subsequent sale to those utilities. The Company is aware of two companies which purchase physical Uranium Products for investment purposes, Uranium Participation Corp., which is traded on the Toronto Stock Exchange, and Yellow Cake plc, which recently commenced operations and was admitted for trading on the London Stock Exchange. Certain investment banks may compete with the Company in its trading activities , but they are not significant in the market.

 

Storage Agreement with Cameco

 

As of the date of this Prospectus, the only material agreement, other than the Management Agreement with the Manager, to which the Company is a party is a Storage Contract with Cameco.

 

Employees and Facilities

 

The Company does not own or lease any facilities. The Company’s operations are conducted through the Manager, which employs the personnel responsible for the Company’s business and office facilities for no separate compensation. The Company’s inventory of Uranium Products is maintained by licensed Storage Facilities pursuant to Storage Agreements.

 

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MANAGEMENT OF UTC

 

General

 

The Board of UTC is responsible for the direction of the business, affairs and operations of the Company, and is also responsible for exercising oversight of the Manager. While two of the three members of the Board of Directors are independent, the Manager owns all of the voting stock of the Company and accordingly elects all of the members of the Board of Directors.

 

Management and Management Services Agreement

 

92 Trading LLC serves as the Manager of the Company. The Manager is newly-formed and was founded by Messrs. Huber, Berklite and Kemmerer. The Manager is currently engaged by the Company pursuant to the Management Services Agreement effective June 4, 2018, which includes a ten-year term expiring on May 31, 2028.

 

Pursuant to the Management Services Agreement, the Manager, under the direction of the Board, is required to provide administrative management services to UTC. The Manager is required to act in accordance with reasonable and prudent business practices and, with the approval of the Board and at its own cost, may delegate any of its duties or obligations under the Management Services Agreement to a third party.

 

All purchases and sales of Uranium Products are directed by the Board and are made by the Manager on behalf of UTC in accordance with the Management Services Agreement. Title to the Uranium Products remains with the Company. The Manager is obligated to use commercially reasonable efforts to purchase and sell the Uranium Products at the best prices available to it over a prudent period of time. When the Board directs the Manager to purchase or sell uranium, the Manager may put out a tender for an offer to purchase or sell Uranium Products or negotiate directly with potential suppliers or buyers (off-market transactions) for the purchase or sale of Uranium Products. Typical purchasers or sellers of Uranium Products include producers, traders, financial institutions and utilities that operate nuclear power facilities. All purchases and sales of Uranium Products are completed by the Manager in accordance with standard industry practices for and on behalf of UTC and are approved by the Board.

 

There is no public Uranium Products market through which these purchases and sales may occur and accordingly all such purchase and sale transactions are private. The pool of potential purchasers and sellers is limited and each transaction may require the negotiation of specific provisions. Accordingly, a purchase or sale pursuant to a tender or an off-market transaction may take several weeks to complete. Since, all industry standard agreements provide that all purchases are confidential, neither the Manager nor UTC is generally permitted to publicly disclose the identity of any vendor from whom UTC would potentially purchase uranium or any purchaser to whom UTC may sell Uranium Products.

 

The Company may also source uranium through merger and acquisition transactions. Any potential transactions are referred to the Board by the Manager for consideration, direction and ultimate approval.

 

UTC is also permitted to enter into lending or relocation arrangements for its Uranium Products. When the Board directs the Manager to lend Uranium Products, the terms of the loan are reviewed, including the quantity, interest rate, duration, security and covenants, and must be approved by the Board prior to finalizing. Any lending or relocation arrangements for Uranium Products will be completed by the Manager in accordance with standard industry practices for and on behalf of UTC.

 

The Manager is required to arrange, on behalf of the Company, for storage of the Uranium Products at the Storage Facilities.

 

Under the Management Services Agreement, the Company pays the following management fees to the Manager: (a) a $400,000 annual fee, payable quarterly, and (b) a variable fee equal to (i) 0.3% per annum of the Company’s total assets in excess of $100 million, (ii) a commission of 1% of the gross value of any of the Company’s purchase or sale of Uranium Products, (iii) a commission of 1% of the interest fees payable to the Company in connection with any loan arrangement of Uranium Products entered into by the Company, and (iv) performance fee equal to 20% of the Company’s annual gross trading profits as reflected on the Company’s audited year-end financial statements.

 

Under the terms of the Management Services Agreement, any directors, officers, employees or consultants of the Manager who serve as officers of UTC are paid by the Manager and do not receive any remuneration from UTC for their work on behalf of the Company.

 

The Management Services Agreement may be terminated during its term by either party following the third anniversary of the Agreement upon the provision of 120 days’ written notice and by UTC within 90 days of certain events surrounding a change of both of the individuals serving as Chief Executive Officer and Chief Financial Officer of UTC, and/or a change of control of the Manager.

 

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Status As a Controlled Company

 

Because the Manager owns 100% of the voting power of our Company , we expect to be a controlled company as of the completion of this offering under the Sarbanes-Oxley Act and the rules of the NYSE. A controlled company does not need its board of directors to have a majority of independent directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the rules of the Sarbanes-Oxley Act and the NYSE, which require us to have an audit committee composed entirely of independent directors. Under these rules, assuming a three-member audit committee, we must have at least one independent director on our audit committee by the date our common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the listing date, and at least three independent directors on our audit committee within one year of the listing date. We expect to have  two independent directors upon the closing of this offering.

 

If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and rules of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to any permitted “phase-in” period.

 

Board of Directors

 

The Board of Directors consists of three members, which are elected by the holders of the Class B Common Stock for a term of one year and until their successors are duly elected and qualified. The shares of Class A Common Stock are nonvoting and do not participate in the election of directors. As the sole holder of the Class B Common Stock, the Manager selects all of the members of the Board of Directors. The current members of the Board of Directors and their business experience for the past ten years is as follows:

 

Joe Huber

 

Joe Huber, age 49, is the Managing Member of the Manager. Mr. Huber is the Managing Member of Huber Capital Holdings, a diversified investment corporation and co-founder of Uranium Trading Corporation. Prior to founding Huber Capital Holdings, Mr. Huber was a Principal and Director of Research for Hotchkis and Wiley Capital Management, overseeing over $40 billion in U.S. value asset portfolios. He built a research platform which utilized best practices of fundamental research combined with behavioral psychology to capitalize on the art piece of investing, creating a unique and value-added investment approach.

 

Prior to joining Hotchkis and Wiley, Mr. Huber served as Portfolio Manager and Director for Merrill Lynch Asset Management and as Portfolio Manager for Goldman Sachs Asset Management in New York.

 

Mr. Huber received his BA in statistics and economics from Northwestern University where he was departmental valedictorian and received the Directors Award for top graduating GPA amongst student athletes. He received his MBA from University of Chicago with concentrations in accounting and finance, where he was elected to the Beta Gamma Sigma honor society. He also is an Associate in the Society of Actuaries (A.S.A.).

 

Mel Lindsey

 

Mel Lindsey, CFA, age 54, is the Founder and Managing Partner of Nile Capital Company LLC. Mr. Lindsey serves on the advisory board of two of Nile’s portfolio holding companies, Strategic Global Advisors LLC and Denali Advisors LLC. Previously, he was Director of Institutional North America at Investec Asset Management, a specialist provider of active traditional and alternative investments in frontier, emerging, and developed global markets. Prior to joining Investec Asset Management, Mr. Lindsey was at Artio Global Investors where he was a Senior Vice President of Global Distribution and served on the Executive Management Committee. During his tenure at Artio, AUM grew from $800 million to a peak of $78 billion ultimately resulting in an IPO and listing on the NYSE. Mr. Lindsey was also a portfolio manager on the value equity team at Wells Capital Management and an equity salesman at Shearson Lehman Brothers. Mr. Lindsey holds the Chartered Financial Analyst designation and received an MBA from the Anderson School at UCLA. Mel also attended IMD, Global Leadership Program in Lausanne, Switzerland. He is a member of the Los Angeles Society of Financial Analysts. Mr. Lindsey is on the board and investment committees of California Community Foundation, YMCA of Metropolitan Los Angeles, and South Central Scholars Foundation.

 

Timothy E. Rhoda

 

Timothy E. Rhoda, age 47, is a practicing attorney with over twenty years of professional experience focused primarily on civil litigation, bankruptcy, corporate and transactional matters. His representative clients and experience range from small businesses with civil matters to representing the owners of residential real estate portfolios before the state and federal district courts and courts of appeals. Mr. Rhoda is licensed to practice law before the state courts of Illinois and Nevada, the United States District Courts for the District of Nevada and Northern District of Illinois, the United States Court of Appeals for the Ninth Circuit and the United States Supreme Court. Mr. Rhoda has experience and training in data analytics, logistics, risk management and financial engineering.

 

Mr. Rhoda obtained his JD from the DePaul University College of Law. Before attending law school, he attended the Northwestern University McCormick School of Engineering, where he received a BS in Industrial Engineering and Management Sciences.

 

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Regulatory Matters

 

None of Uranium Trading Corp.’s officers or directors have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated.

 

None of Uranium Trading Corp.’s Officers or Directors has been the subject of any entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

 

Board Leadership Structure and Risk Oversight

 

The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a whole. Each of the Board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

 

Code of Business Conduct and Ethics

 

Prior to one year from the date of this Prospectus, we will be adopting a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We will post on our website a current copy of the code and all disclosures that are required by law or market rules in regard to any amendments to, or waivers from, any provision of the code.

 

Officers

 

The following are the officers of UTC, who serve at the pleasure of the Board:

 

David Berklite, Chief Executive Officer

 

Mr. Berklite, age 57 is a Co-Founder of Uranium Trading Corporation with over 30 years of experience in the Uranium industry. Prior to UTC, Mr. Berklite spent 5 years at ConverDyn as VP in charge of business development. Prior to joining ConverDyn, Mr. Berklite was the Director of Business Development for Cameco/Nukem, responsible for developing new opportunities in the nuclear fuel cycle and the management of the Uranium Recovery Business. Prior to joining Cameco, Mr. Berklite served as VP of Westinghouse Electric Corporation, where he was responsible for nuclear fuel procurement requirements, and the nuclear transport and new fuel container development programs. Mr. Berklite previously worked at Uranium Asset Management (a subsidiary of British Nuclear Fuels, Ltd.), where he was responsible for supplying the UK reactor requirements. Mr. Berklite began his career in 1985 as a Nuclear Engineer at Arkansas Power and Light Co. Mr. Berklite received a BS degree in Nuclear Engineering from Mississippi State University and an M.B.A. degree from Millsaps College.

 

Markus Kemmerer, Chief Financial Officer

 

Mr. Kemmerer, age 45, is a Co-Founder of Uranium Trading Corporation with over 15 years of experience in the Uranium industry. Prior to UTC, Mr. Kemmerer, served as VP of Trading and Strategy as well as on the Board of the Nukem Trading division for Cameco Corp. Responsibilities included chief of trading for nuclear fuel components as well as the development of a risk management framework. He procured and sold $B’s worth of Uranium products. Prior to Nukem/Cameco, Mr. Kemmerer focused on decentralized power generation technologies with RWE Fuel Cells GmbH. Mr. Kemmerer began his career at Metallgesellschaft AG in Frankfurt, where he traded Aluminum, Zinc, Copper, and Alumina. Mr. Kemmerer holds a BSc and MSc in Industrial Engineering and Management from the Technical University of Darmstadt, Germany, and graduated with a BA in Business Administration from the Hessische Berufsakademie in Frankfurt, Germany.

 

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Executive Compensation

 

None of our executive officers or directors receive compensation from the Company; however, Messrs. Berklite and Kemmerer receive compensation from the Manager from the management fees paid by the Company.

 

The Manager

 

92 Trading LLC serves as the Manager of the Company. The Manager is newly formed and was founded by Messrs. Huber, Kemmerer and Berklite.

 

MARKET, INDUSTRY, AND OTHER DATA

 

Uranium Market

 

Uranium Uses

 

The substantial majority of commercial uses for U3O8 is as a fuel for nuclear power plants for the generation of electricity. Through the process of nuclear fission, the uranium isotope U-235 can undergo a nuclear reaction whereby its nucleus is split into smaller particles. Nuclear fission releases significant amounts of energy, creating heat to generate steam to spin a turbine, and is the basis of power generation in the nuclear industry.

 

Uranium has other commercial uses in the fields of medical diagnosis and other industries, but these markets are very small in terms of volume. Uranium is also used as a feedstock for over 200 private nuclear reactors, which are operated for research purposes and for the production of isotopes for medical and industrial end uses.

 

Uranium Production Process

 

The initial step in the process of preparing uranium for use in a nuclear reactor is the mining and upgrading of the ore in a uranium processing facility to produce uranium concentrates containing 80-90% Uranium Products. Uranium concentrates are priced and sold based on the Uranium Products content.

 

The second step takes place at licensed uranium conversion facilities where Uranium Products is converted to UF6 (or to UO2 for Candu type reactors). Above 56 degrees Celsius, UF6 is a gas and is in a suitable form to be enriched to produce fuel for the majority of reactors. Following the production of UF6, enrichment and fuel fabrication are the next steps before the nuclear fuel is ready for loading into a nuclear reactor

 

Uranium Industry Overview

 

During 2017, the spot price of uranium continued to be relatively volatile. After a strong start in the first quarter, with spot prices increasing from US$22.25 per pound U3O8 at February 28, 2017 to a high of US$25.50 in March 2017, prices fell back to the US$20 per pound range in May 2017 and remained at this level for much of the second and third fiscal quarters. The price volatility in the 2017 and the first two quarters followed significant production cuts in Canada, the United States, Kazakhstan and Africa, which were announced in late 2016 and early 2017. The production cuts came after a period of prolonged depressed uranium prices, which, according to industry reports cited in other companies’ regulatory filings , were below the all-in production costs of most of the world’s sources of primary uranium supply and coincident with the expected expiration of higher priced supply contracts signed during the utility contracting cycle in the mid-to-late 2000’s.

 

Volatility returned to uranium prices late in 2017 due to the announcement of further substantial cuts to global production in November 2017 – beginning with Cameco Company (“Cameco”) announcing a minimum ten - month shutdown of the McArthur River Mine/Key Lake Mill complex in Saskatchewan, Canada. Cameco’s McArthur River/Key Lake operations represent the largest and highest-grade uranium mine in the world, producing approximately 18 million pounds of Uranium Products annually. Following Cameco’s announcement, National Atomic Company Kazatomprom (“Kazatomprom”) made a further announcement regarding production restraint – outlining that production through 2020 would represent a 20% reduction in planned output from its operations in Kazakhstan. Following these announcements, the spot price of Uranium Products increased again, reaching a high of US$26.50 per pound Uranium Products in December 2017, before retreating to US$21.25 per pound Uranium Products by the end of March 2018.

 

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In July 2018, Cameco extended the shutdown of McArthur River, one of the world’s biggest uranium mines indefinitely and announced it will terminate the employment of most workers at the operation until market conditions improve. Cameco had initially said in November 2017 that it was suspending operations at its flagship mine in Saskatchewan for 10 months beginning at the end of January — a move that removed 13.7 million pounds of production and represented 9 percent of forecast global supply in 2018. Cameco announced at the same time that it was purchasing 10 million pounds of uranium in the market to meet existing supply contracts. Following this announcement, the spot price for uranium rose to $26 per pound.

 

While the Cameco and Kazatomprom supply curtailments have had an impact on the spot price, it has not been sustained. The impact of the curtailments from a global production standpoint, however, is quite significant. According to according to industry reports cited in other companies’ regulatory filings , global production peaked in calendar 2016 at 162 million pounds of U3O8, then fell in calendar 2017 to 154 million pounds U3O8, and this trend is expected to continue in calendar 2018 with the latest forecasts of total production dropping to 141 million U3O8. To put this in perspective, in these same reports, annual uranium reactor requirements in calendar 2018 to be in the range of 194 million pounds U3O8. While the rationalization on the supply side is needed, higher priced long-term supply contracts have been protecting much of the higher cost mine production from exposure to spot price levels in the US$20 per pound Uranium Products range. As many of these legacy contracts are now expiring, the rate and degree of production cutbacks has finally accelerated. These curtailments are expected to result in the drawdown of excess uranium supplies in the market and, ultimately, an accelerated rebalancing of uranium market fundamentals.

 

A recent market development, which could be preventing the U.S. utilities from entering into a new cycle of significant uranium contracting, is the Section 232 Trade petition recently filed by two U.S. uranium producers before the U.S. Department of Commerce. This provision of the U.S. Trade Act of 1962 was successfully pursued by U.S. producers of aluminum and steel in response to levels of foreign imports that were viewed to be negatively impacting U.S. national security. The Trump Administration has imposed tariffs on the import of both commodities, although some nations (including Canada and Mexico) have been provided exemptions. Since the Company’s plan is to store its Uranium Products in Canada, the 232 tariffs would not be expected to apply. However, in our trading business, these tariffs may limit our ability our opportunities with U.S. utilities. It is still too early to predict how the U.S. Department of Commerce will respond to the Section 232 trade petition for uranium, and what (if any) remedies would be applied in the case of uranium imports. For greater context, U.S. domestically mined uranium accounted for approximately 5% of U.S. uranium requirements in calendar 2017, and it is expected that U.S. production will decline further in 2018.

 

The demand fundamentals continue to trend positive. Many nations today, particularly in the emerging markets, struggle with the need to deliver reliable and affordable electricity to their growing populations, without compounding climate change and air pollution challenges. As such, nuclear energy, with its reliability and clean air benefits, is filling an important role in the supply of baseload power around the world. Measured in new nuclear capacity connected to the grid, the calendar years 2015 and 2016 were the best two years in the past twenty-five. Reactor start-ups in calendar 2017 declined slightly from those levels, however the trend of increasing nuclear capacity appears to be continuing. For example, the Chinese government recently announced that in calendar 2018 it would be connecting a further five reactors to the electricity grid, and that construction will commence on six to eight additional units. In addition, the Kingdom of Saudi Arabia is advancing its nuclear energy plans, having commenced reactor procurement discussions with supplier countries, and the United Arab Emirates is rapidly nearing the completion of their four - reactor construction program, with the first unit expected to be connected to the grid in calendar 2018.

 

The recovery of the Japanese nuclear energy industry post-Fukushima continued to gain momentum in calendar 2017 and into 2018, with seven reactors in operation and a further two more likely to restart before the end of calendar 2018. This is in line with recently re-elected Japanese Prime Minister Abe’s stated goal to utilize nuclear power to supply between 20% and 22% of electricity needs going forward.

 

In the United States, after the closure of six nuclear power plants in recent years there has been a growing recognition of the value of a 24/7 baseload carbon-free energy source. Four states, New York, Illinois, New Jersey and Connecticut, are preserving their nuclear-power generating capacity by passing legislation to level the playing field for nuclear. Two additional states, Pennsylvania and Ohio, are considering similar legislative action. The declared bankruptcy of First Energy, who operates three reactors in those states, has highlighted the need for immediate action to preserve critical sources of baseload capacity. The U.S. federal government also continues to stress the negative impact on the reliability and resilience of the country’s national grid from the potential loss of additional nuclear capacity. A recent Department of Energy Grid Reliability Study and the Federal Energy Regulatory Commission have both pointed to the need for changes to current market structures. With respect to new reactor construction in the U.S., the two Vogtle units in Georgia have resumed construction following the Westinghouse bankruptcy restructuring, while construction of the two Summer units in South Carolina remain suspended.

 

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As of March 2018, the World Nuclear Association (“WNA”) reported 448 reactors operable worldwide with 57 new reactors under construction, 158 reactors planned or on order, and another 351 proposed. By reference, these numbers are higher than those existing prior to Fukushima. Translated into uranium demand, data from UxC Consulting Company LLC, which has been publicly disclosed, projects their URM Base Demand to range from 194 to 209 million pounds annually over the period from 2018 to 2035.

 

Government Regulation

 

The production, handling and storage of uranium are subject to various levels of extensive governmental controls and regulations which are amended from time to time. UTC is unable to predict what additional legislation or amendments may be proposed that might affect the uranium business or when any proposals, if enacted, might become effective.

 

Outlined below are certain government controls and regulations which materially affect the uranium industry.

 

Treaty on the Non-Proliferation of Nuclear Weapons (the “NPT”)

 

The NPT was established in 1970 and is an international treaty with the following objectives: to prevent the spread of nuclear weapons and weapons technology, to foster the peaceful uses of nuclear energy, and to further the goal of achieving general and complete disarmament. The NPT establishes a safeguards system under the responsibility of the International Atomic Energy Agency (“IAEA”). A total of 191 countries are signatories to the NPT, including Canada and the five NPT-designated nuclear weapon states (China, Russia, the U.S., the United Kingdom and France).

 

Article III of the NPT states that each party to the NPT will undertake not to provide fissionable material, or equipment designed for the processing of fissionable material, to other states unless the fissionable material will be subject to the safeguards of the NPT, as enforced by the IAEA.

 

U.S. Uranium Industry Regulation

 

The uranium industry in the U.S. is primarily regulated by the Nuclear Regulatory Commission (“NRC”), which was established by the Energy Reorganization Act of 1974. The Atomic Energy Act of 1954, as amended (the “AE Act”), is the fundamental U.S. law on both the civilian and military uses of nuclear materials. The AE Act requires that civilian uses of nuclear materials and facilities be licensed, and it empowers the NRC to establish by rule or order, and to enforce, such standards to govern these uses as the NRC “may deem necessary or desirable in order to protect health and safety and minimize danger to life or property.” The NRC’s primary function is to regulate the various commercial and institutional uses of nuclear energy and to ensure the protection of employees, the public and the environment from radioactive materials.

 

As part of its oversight, the NRC regulates the movement of nuclear materials within the United States (10 CFR Part 71) and the regulations governing the import and export of uranium (10 CFR Part 110). Pursuant to these regulations, a licensee who transfers, receives, or adjusts its inventory of uranium source material or who exports or imports uranium source material, must complete a Nuclear Material Transaction Report in accordance with NRC instructions. This report is the primary mechanism for tracking physical movements of U.S. or any other origin uranium to foreign and domestic buyers.

 

Other agencies are involved in the regulation of the uranium industry, either directly or indirectly, including the Environmental Protection Agency, the Department of Transportation, Department of Energy, the Department of Defense, the Department of Homeland Security, the Army Corps of Engineers, and the U.S. Fish and Wildlife Service, as well as state regulatory authorities.

 

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All of the U.S. operations of the Facilities used by UTC will be governed primarily by licenses granted by the NRC and are subject to all applicable federal statutes and regulations and to all laws of general application in the state where the operation is located, except to the extent that such laws conflict with the terms and conditions of the license or applicable federal laws. Failure to comply with license conditions or applicable statutes and regulations may result in enforcement action against the Facility, which may cause operations to cease or be curtailed or may require installation of additional equipment, other remedial action or the incurring of additional capital or other expenditures to remain compliant.

 

The U.S. Government also enters into international agreements for nuclear co-operation and trade with specific countries (or political blocs such as the European Union), with the general goal of supporting the peaceful uses of nuclear energy while upholding specific U.S. foreign policy and non-proliferation objectives. The NRC participates in this process by providing comment and clearance or approval of the proposed international agreements. While specific sales contracts are not reviewed or approved, the NRC is responsible for issuing export and import licenses for the shipment of uranium out of and into the U.S.

 

Canadian Uranium Industry Regulation

 

The federal government of Canada has recognized that the uranium industry has special importance in relation to the national interest and therefore regulates the industry through regulations and policy announcements. The regulations and policy announcements apply to any uranium property or plant in Canada, which the Canadian Nuclear Safety Commission (“CNSC”) may determine to be, or to have the capability of, producing or processing uranium for nuclear fuel application. The regulations require that the property or plant be owned legally or beneficially by a company incorporated pursuant to Canadian laws.

 

The control of the use and export of uranium is governed by the Nuclear Safety and Control Act (Canada) (the “NSCA”) which authorizes the CNSC to make regulations governing all aspects of the development and application of nuclear energy, including uranium mining, milling, conversion and transportation. The most significant powers given to the CNSC are in the licensing area. The NSCA grants the CNSC licensing authority for all nuclear activities in Canada, including the issuance of new licenses and the amendment and renewal of existing licenses. A person may only possess or dispose of nuclear substances and construct, operate and decommission its nuclear facilities in accordance with the terms of a CNSC license . The license specifies conditions that licensees must satisfy in order to maintain the right to operate nuclear facilities.

 

The NSCA grants to the CNSC the power to act as a court of record, the right to require financial guarantees for nuclear waste management and decommissioning as a condition of granting a license , order-making powers and the right to impose monetary penalties. The NSCA also grants the CNSC power to require nuclear power plant operator re-certification and to set requirements for nuclear facility security measures. The NSCA also provides for increased emphasis on environmental matters, including a requirement that licensing applicants make adequate provision for the protection of the environment.

 

A fundamental principle in nuclear regulation is that the licensee bears the responsibility for safety, with the CNSC setting safety objectives and auditing the licensee’s performance against the objectives. The regulations made under NSCA include provisions dealing with a facility’s license requirements, radiation protection, physical security for all nuclear facilities and the transport of radioactive materials. The CNSC has also issued guidance documents to assist licensees in complying with regulatory requirements such as decommissioning, emergency planning, and optimization of radiation protection measures.

 

The Canadian operations of the Facilities, which may be used by UTC, are governed primarily by licenses granted by the CNSC and are subject to all applicable federal statutes and regulations and to all laws of general application in the province where the operation is located, except to the extent that such laws conflict with the terms and conditions of the license or applicable federal laws. Failure to comply with license conditions or applicable statutes and regulations may result in orders being issued which may cause operations to cease or be curtailed or may require installation of additional equipment, other remedial action or the incurring of additional capital or other expenditures to remain compliant.

 

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Should UTC wish to export any uranium held at Canadian Facilities to non-Canadian Facilities, the export of uranium is regulated by the Government of Canada, which establishes nuclear energy policy. Licenses and export permits, granted by the CNSC and the federal Department of Foreign Affairs and International Trade respectively, are required to be obtained for all exports. UTC will require that the Manager obtain any required permits for all such exports.

 

French Uranium Industry Regulation

 

The Government of France, including the Prime Minister in conjunction with the Ministries of Environment and Industry, exercises the oversight authority and control over nuclear security matters. The Nuclear Policy Council was established in 2008 by presidential decree, and is chaired by the President and includes the Prime Minister as well as cabinet secretaries in charge of energy, foreign affairs, economy, industry, foreign trade, research and finance as well as the head of the French Atomic Energy Commission (FCEA), the secretary general of national defense and the military chief of staff are on the council. In March 2016, Orano (then AREVA), Electricite de France and the FCEA announced the formation of the tripartite French Nuclear Platform (PFN) to improve the joint effectiveness of the three bodies and devise a shared vision of a medium- and long-term goal for the industry, supporting the Nuclear Policy Council (CPN).

 

In addition, the Nuclear Safety Authority (“ASN”) is responsible to varying degrees, along with other government ministries, for the regulation of the various commercial and institutional uses of nuclear energy and for ensuring the protection of employees, the public and the environment from radioactive materials.

 

ASN works with a number of other government agencies, such as the Institute for Radiological Protection and Nuclear Safety, and outside experts in order to formulate policies and make decisions. The ASN also helps to coordinate the nuclear related activities of various government agencies, creates various nuclear safety regulations to support the government’s laws, and determines how to apply those regulations to specific situations. The ASN is supervised by several government ministers, including the Minister of Economy, Industry and the Digital Sector, the Minister of Social Affairs and Health and the Minister of Environment, Energy and Marine Affairs.

 

In order for a nuclear power plant or facility to be licensed for operation, a decree must be issued by the Prime Minister, after receiving reports from the applicable ministries and the ASN. Before this decree is granted, it is necessary for these ministries to review technical evaluation reports that are issued by the ASN.

 

France’s regulations related to the import and export of nuclear materials are complex and are regulated and controlled by the Nuclear Policy Council. Trade in nuclear materials is strictly controlled by the government, with the highest levels of government making the relevant decisions on policy. Before nuclear materials can be imported or exported from France, the trade must be authorized: (i) by the Minister of Defense for the materials intended for defense purposes; and (ii) by the Minister of Energy for the materials intended for other purposes. The Minister of Defense and the Minister of Energy must both consult the Minister of Internal Affairs and the Minister of Foreign Affairs prior to granting authorization. An authorization is granted for a definite period of time, with materials and maximum quantities being specified.

 

France follows the non-proliferation safeguards created by the IAEA, and only exports nuclear materials to countries that have signed the International Convention on the Physical Protection of Nuclear Materials. The destination country is thus committed to enforce a level of protection in accordance with international regulations when the material reaches its territory.

 

All of the French operations of the Facilities, which may be used by UTC, will be governed primarily by licenses granted by the French Government and are subject to all applicable statutes and regulations and the oversight by the ASN. Failure to comply with license conditions or applicable statutes and regulations may result in enforcement action, which may cause operations to cease or be curtailed or may require installation of additional equipment, other remedial action or the incurring of additional capital or other expenditures to remain compliant.

 

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PRINCIPAL STOCKHOLDER

 

As of the date of this Prospectus, the only shares of capital stock of the Company outstanding are 375,000 shares of Class B Common Stock, all of which are owned by the Manager.

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

UTC and the Manager have entered into the Management Services Agreement, pursuant to which the Manager administers the activities of UTC. See “Business of UTC – Management of UTC.”

 

92 Trading LLC, the Manager, subscribed to 375,000 shares of Class B Common Stock of the Company at a purchase price of $2.00 per share.

 

DESCRIPTION OF SECURITIES

 

The Class A Common Stock

 

We are authorized to issue 110,000,000 shares of Class A Common Stock, $0.0001 par value. The holders of Class A Common Stock are entitled to equal dividends and distributions, with respect to the Class A Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Class A Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Class A Common Stock. All shares of Class A Common Stock now outstanding and upon completion of this Offering, are, and will be, fully paid, validly issued and non-assessable.

 

The Common Stock is divided into two classes: Class A and Class B. There are 100,000,000 designated shares of Class A and 10,000,000 designated shares of Class B. The shares of each class of Class A Common Stock are identical except that the holders of the Class B Common Stock shall be entitled to vote on all matters submitted to stockholders of the Company, except as required by law. Delaware law would permit holders of Class A Common Stock to vote, with one vote per share, on a matter if we were to:

 

  change the par value of the common stock; or
     
  amend our certificate of incorporation to alter the powers, preferences, or special rights of the common stock as a whole in a way that would adversely affect the holders of our Class A Common Stock.

 

In addition, Delaware law would permit holders of Class A Common Stock to vote separately, as a single class, if an amendment of our certificate of incorporation would adversely affect them by altering the powers, preferences, or special rights of the Class A Common stock, but not the Class B Common Stock.

 

The Company has never paid any dividends to stockholders of our Class A Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business.

 

The voting provisions described above could have the effect of depriving stockholders of any opportunity to sell their shares at a premium over prevailing market prices because takeovers frequently involve purchases of stock directly from stockholders at such a premium price. Further, to the extent these provisions make it less likely that a takeover attempt opposed by our incumbent Board of Directors and management will succeed, the effect could be to assist the Board of Directors and management in retaining their existing positions.

 

Stockholder Communications

 

Because our Class A common stock will be our only class of stock registered under Section 12 of the Exchange Act and is non-voting, we will not be required to file proxy statements or information statements under Section 14 of the Exchange Act unless a vote of the Class A common stock is required by applicable law. However, once this offering closes, we will provide holders of our Class A common stock, at the same time, any information that we provide generally to the holders of our Class B common stock, including proxy statements, information statements, annual reports, and other information and reports.

 

If we do not deliver any proxy statements or information statements to the holders of our Class B common stock, then we will similarly not provide any proxy statements or information statements to holders of our Class A common stock. In addition, to ensure equal access and fair disclosure of material information to investors and our stockholders, including notice to all of our stockholders of a meeting and any voting results, we will disclose this information through one or more Form 8-K filings. Unlike proxy statements or information statements that may provide information before corporate actions are taken, a Form 8-K may generally be filed up to four business days after the material corporate event being disclosed has occurred. Although a Form 8-K would include material information regarding the event, it may include significantly less information than would otherwise be required in proxy statements or information statements. As a result, investors may purchase or sell shares of Class A common stock after a material event has taken place but before we have disclosed any information about that event on a Form 8-K.

 

We will invite holders of our Class A common stock to attend our annual meeting of stockholders, if one is held, in the same manner as holders of our Class B common stock and to submit questions to our management team in the same manner as the holders of our Class B common stock. Any such invitation will include details regarding the date, time, and place of the annual meeting of stockholders as well as a customary question and answer section regarding who can vote at such annual meeting, how to submit questions, and where stockholders can find additional information.

 

Because we are not required to file proxy statements or information statements under Section 14 of the Exchange Act, any proxy statement, information statement, or notice of our annual meeting may not include all information under Section 14 of the Exchange Act that a public company with voting securities registered under Section 12 of the Exchange Act would be required to provide to its stockholders. Most of that information, however, will be reported in other public filings. For example, disclosures required by Part III of Form 10-K as well as disclosures required by the NYSE that are customarily included in a proxy statement will be included in our Form 10-K, rather than a proxy statement. But some information required in a proxy statement or information statement is not required in any other public filing. For example, we will not be required to comply with the proxy access rules under Section 14 of the Exchange Act. If we take any action in an extraordinary meeting of stockholders where the holders of Class A common stock are not entitled to vote, we will not be required to provide the information required under Section 14 of the Exchange Act. Nor will we be required to file a preliminary proxy under Section 14 of the Exchange Act. Since that information is also not required in a Form 10-K, holders of Class A common stock may not receive the information required under Section 14 of the Exchange Act with respect to extraordinary meetings of stockholders.

 

In addition, we will not be subject to the “say-on-pay” and “say-on-frequency” provisions of the Dodd–Frank Wall Street Reform and Consumer Protection Act. As a result, our stockholders will not have an opportunity to provide a non-binding vote on the compensation of our executive officers. Moreover, holders of our Class A common stock will be unable to bring matters before our annual meeting of stockholders or nominate directors at such meeting, nor will they be able to submit stockholder proposals under Rule 14a-8 of the Exchange Act.

 

UNDERWRITING

 

B. Riley FBR, Inc. is acting as manager and sole underwriter of the offering. Subject to the terms and conditions of the underwriting agreement dated the date of this prospectus, the underwriter has agreed to purchase, and we have agreed to sell to the underwriter, _________ shares of Class A Common Stock. Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated between the Company and the underwriter. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management, an analysis of the market conditions for Uranium Products, potential for expansion of electric utilities use of nuclear power and the consideration of the above factors in relation to market valuation of companies in related businesses.

 

26
 

 

The shares of Class A Common Stock sold by the underwriter to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of Class A Common Stock sold by the underwriter to securities dealers may be sold at a discount from the initial public offering price not to exceed $[       ] per share of Class A Common Stock. If all of the shares of Class A Common Stock are not sold at the initial offering price, the underwriter may change the offering price and the other selling terms by means of a supplement to this prospectus. The underwriter has advised us that it does not intend to make sales to discretionary accounts.

 

If the underwriter sells more shares of Class A Common Stock than the total number set forth in the table above, we have granted to the underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to ________ additional shares (15% of the shares of Class A Common Stock sold in this offering) of Class A Common Stock at the public offering price less the underwriting discount. The underwriter may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. Any shares of Class A Common Stock issued or sold under the option will be issued and sold on the same terms and conditions as the other shares of Class A Common Stock that are the subject of this offering.

 

We, our Manager and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the underwriter, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock, warrants, shares of Class A Common Stock or any other securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock, subject to certain exceptions. The underwriter in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our Manager, officers and directors are also subject to separate transfer restrictions on their shares of Class B Common Stock pursuant to the insider letters as described herein.

 

Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the shares of Class A Common Stock was determined by negotiations between us and the underwriter. Among the factors considered in determining initial public offering price were the history and prospects of companies whose principal business is acquisition of physical uranium, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares of Class A Common Stock will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares of Class A Common Stock, share of Class A Common Stock or warrants will develop and continue after this offering.

 

We have applied to list our shares of Class A Common Stock on the NYSE American under the symbol “UTC” and we expect our shares of Class A Common Stock to be listed on the NYSE American on or promptly after the date of this prospectus.

 

The following table shows the underwriting discounts and commissions that we are to pay to the underwriter in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriter’s over-allotment option. $10.00 per share of Class A Common Stock, or $50,000,000 (or $57,500,000 if the over-allotment option is exercised in full).

 

   Per Share of
Class A
Common Stock
  

Without

Option

  

With

Option

 
Public offering price  $   $                    $  
Underwriting discounts and commissions(1)  $               $    $                
Proceeds, before expenses, to Uranium Trading Corporation  $   $    $  

 

 

(1)

We have agreed to pay the underwriter a discount and commission of 1.0% for the first $50,000, 000 of proceeds raised in connection with this offering, and a discount and commission of 2.0% for any amount of proceeds raised in connection with this offering in excess of $50,000,000 (including amounts sold under the over-allotment option). We have also granted the underwriter a right of first refusal for a period not to exceed 36 months from the date of this offering to act as the lead underwriter in a future secondary offering by the Company provided that the offering size of such secondary offering exceeds $100,000,000. In the event, the underwriter exercises the aforementioned right of first refusal we have guaranteed a fee for the underwriter’s services in connection with the secondary offering equal to a minimum of 3.0% of the gross proceeds realized in the secondary offering.

 

In connection with the offering, the underwriter may purchase and sell shares of Class A Common Stock in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation M under the Exchange Act.

 

27
 

 

● Short sales involve secondary market sales by the underwriter of a greater number of shares of Class A Common Stock than they are required to purchase in the offering.

 

● “Covered” short sales are sales of shares of Class A Common Stock in an amount up to the number of shares of Class A Common Stock represented by the underwriter’s over-allotment option.

 

●“Naked” short sales are sales of shares of Class A Common Stock in an amount in excess of the number of shares of Class A Common Stock represented by the underwriter’s over-allotment option.

 

● Covering transactions involve purchases of shares of Class A Common Stock either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.

 

● To close a naked short position, the underwriter must purchase shares of Class A Common Stock in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the shares of Class A Common Stock in the open market after pricing that could adversely affect investors who purchase in the offering.

 

● To close a covered short position, the underwriter must purchase shares of Class A Common Stock in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares of Class A Common Stock to close the covered short position, the underwriter will consider, among other things, the price of shares of Class A Common Stock available for purchase in the open market as compared to the price at which they may purchase shares of Class A Common Stock through the over-allotment option.

 

● Stabilizing transactions involve bids to purchase shares of Class A Common Stock so long as the stabilizing bids do not exceed a specified maximum.

 

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriter for its own account, may have the effect of preventing or retarding a decline in the market price of the shares of Class A Common Stock. They may also cause the price of the shares of Class A Common Stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriter may conduct these transactions in the over-the-counter market or otherwise. If the underwriter commences any of these transactions, it may discontinue them at any time.

 

We have also agreed to pay certain out-of-pocket and documented expenses of the underwriter relating to the offering, subject to a cap of $[         ], (collectively, the “Accountable Expenses”) including: (a) all filing fees and communication expenses associated with the review of this offering by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (b) fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of such states and foreign jurisdictions designated by the representative; (c) up to $ 80 ,000 of fees and expenses of the underwriter’s legal counsel; and (d) the underwriter’s actual out of pocket expenses for the offering. We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriter may be required to make because of any of those liabilities.

 

We have paid an advance of $75,000 to the underwriter to be used for its Accountable Expenses, subject to the applicable caps set forth in the preceding paragraph (the “Accountable Expenses Allowance”). The amount of this Accountable Expenses Allowance shall not exceed the amount of out-of-pocket expenses actually incurred by the underwriter in connection with this offering, and such Accountable Expenses Allowance shall be reimbursed to the Company to the extent not actually incurred by the underwriter.

 

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount, will be approximately $[                 ].

 

28
 

 

The underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The underwriter and its affiliates may in the future receive customary fees and commissions for these transactions.

 

In addition, in the ordinary course of their business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

We have granted the underwriter a right of first refusal (“Right of First Refusal”) for a period of 36 months from the consummation of this offering to act as the lead underwriter in a future secondary public offering provided that the size of such secondary offering exceeds $100,000,000 (the “Secondary Offering”). In the event the underwriter exercises its Right of First Refusal, its fee for such services shall be equal to a minimum of 3.0% of the gross proceeds realized in the secondary offering.

 

Except for the Right of First Refusal contemplated above, we are not under any contractual obligation to engage the underwriter to provide any services for us after this offering, and have no present intent to do so. However, the underwriter may assist us in raising additional capital in the future. If the underwriter provides services to us after this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such services will be paid to the underwriter prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with this offering.

 

Notice to Prospective Investors in Canada

 

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

 

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

 

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

Notice to Prospective Investors in the European Economic Area

 

In relation to each member state of the European Economic Area (each, a “Member State”), no offer of ordinary shares which are the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:

 

(a)        to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

(b)        to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or

 

(c)        in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares referred to in (a) to (c) above shall result in a requirement for the Company or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

 

Each person located in a Member State to whom any offer of shares is made or who receives any communication in respect of an offer of shares, or who initially acquires any shares will be deemed to have represented, warranted, acknowledged, and agreed to and with each representative and the Company that (1) it is a “qualified investor” within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or where shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

 

The Company, the representatives, and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments, and agreements.

 

This prospectus has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the representatives have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the representatives to publish a prospectus for such offer.

 

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.

 

The above selling restriction is in addition to any other selling restrictions set forth in this prospectus.

 

Notice to Prospective Investors in the United Kingdom

 

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, which we refer to as the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

 

The Underwriter:

 

(a)       has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA, received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

 

(b)       has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

 

Notice to Prospective Investors in the Dubai International Financial Centre

 

This prospectus relates to an Exempt Offer in accordance with the Markets Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Markets Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

 

Notice to Prospective Investors in Australia

 

No prospectus, product disclosure statement or other disclosure document has been or will be lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth), or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

 

Any offer in Australia of the shares may only be made to persons, referred to as the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

 

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

 

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. Before making an investment decision, Exempt Investors should consider whether the information in this prospectus and the shares offered under this prospectus are appropriate to their needs, objectives and financial circumstances and seek expert advice on those matters.

 

29
 

 

LEGAL MATTERS

 

J.P. Galda & Co., Ardmore, Pennsylvania, has passed upon the validity of the securities offered hereby on behalf of us. Certain legal matters will be passed upon on behalf of the underwriter by LeClairRyan PLLC, Richmond, Virginia.

 

EXPERTS

 

The financial statements of UTC. as of June 30, 2018 and for the period from June 4, 2018 (inception) to June 30, 2018 appearing in this prospectus have been audited by Accell, Audit and Compliance, P.A., an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere in this prospectus, and are included in reliance on such report given on the authority of such firm as an expert in auditing and accounting.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

 

Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.

 

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

 

30
 

 

URANIUM TRADING CORPORATION

 

AUDITED FINANCIALS

 

along with Report of Independent Registered Public Accounting Firm

 

FOR THE PERIOD ENDING

 

JUNE 30, 2018

 

 F-1 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Uranium Trading Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Uranium Trading Corporation (the Company) as of June 30, 2018, and the related statements of operations, stockholders’ equity, cash flows and condensed schedule of investments for the period from inception (June 4, 2018) to June 30, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018, and the results of its operations and its cash flows for the period from inception (June 4, 2018) to June 30, 2018 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

We have served as the Company’s auditor since 2018.

 

Tampa, FL

 

August 20, 2018

 

 

 F-2 

 

 

URANIUM TRADING CORPORATION

BALANCE SHEET

AS OF JUNE 30, 2018

 

ASSETS     
      
DUE FROM RELATED PARTY  $638,500 
INVESTMENT   113,375 
TOTAL ASSETS  $751,875 
      
LIABILITIES & STOCKHOLDERS’ EQUITY     
      
DUE TO RELATED PARTY  $79,511 
TOTAL LIABILITIES   79,511 
      
COMMON STOCK, $0.0001 par value, 110,000,000 shares authorized, 375,000 issued and outstanding   38 
ADDITIONAL PAID-IN-CAPITAL   749,962 
ACCUMULATED DEFICIT   (77,636)
TOTAL STOCKHOLDERS’ EQUITY   672,364 
      
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY  $751,875 

 

See Independent Auditor’s Report and accompanying notes to financial statements

 

 F-3 

 

 

URANIUM TRADING CORPORATION

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM INCEPTION (JUNE 4, 2018)

TO JUNE 30, 2018

 

INCOME    
Investment Income  $- 
Total Income   - 
      
EXPENSES     
Professional Fees   78,928 
Other Corporate Costs   583 
Total Expenses   79,511 
      
REALIZED GAIN (LOSS) AND UNREALIZED APPRECIATION (DEPRECIATION) FROM INVESTMENTS     
Unrealized appreciation on value of Investment   1,875 
      
Income before Taxes   (77,636)
      
Income tax expense   - 
Net Loss  $(77,636)
      
Earnings per common share - basic and diluted  $(0.21)
Weighted average shares outstanding   375,000 

 

See Independent Auditor’s Report and accompanying notes to financial statements

 

 F-4 

 

 

URANIUM TRADING CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY

AS OF JUNE 30, 2018

 

   Common Stock   Additional
Paid-in-
   Accumulated     
   Shares   Amount   Capital   Deficit   Total 
June 4, 2018   -   $-   $-   $-   $- 
                                   
Issuance of Common Stock   375,000    38    749,962    -    750,000 
                          
Net Loss   -    -    -    (77,636)   (77,636)
                          
June 30, 2018   375,000   $38   $749,962   $(77,636)  $672,364 

 

See Independent Auditor’s Report and accompanying notes to financial statements

 

 F-5 

 

 

URANIUM TRADING CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (JUNE 4, 2018)

TO JUNE 30, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:     
      
Net Loss  $(77,636)
      
Adjustments to reconcile net loss to net cash from operating activities:     
      
Unrealized appreciation to value of investment   (1,875)
      
CHANGES IN OPERATING ASSETS AND LIABILITIES     
Due to related party   79,511 
NET CASH FROM OPERATING ACTIVITIES   - 
      
NET CHANGE IN CASH   - 
Cash at Beginning of period   - 
Cash at End of period  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for interest  $- 
      
Cash paid for income taxes  $- 
      
Non cash investing and financing activities     
Proceeds from issuance of common stock collected by third party  $750,000 
      
Purchase of Uranium by third party on behalf of the Company  $111,500 

 

See Independent Auditor’s Report and accompanying notes to financial statements

 

 F-6 

 

 

CONDENSED SCHEDULES OF INVESTMENTS

AS OF JUNE 30, 2018

 

USE OF PROCEEDS  PROJECT
INVESTMENT
   % OF TOTAL 
Uranium  $113,375    100%

 

 F-7 

 

 

Uranium Trading Corp.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2018

 

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Uranium Trading Corporation (the “Company”) was incorporated June 4, 2018 in the State of Delaware for the purpose of investing and trading Uranium products. The Company is located in El Segundo, CA and plans to begin operations in the third quarter of 2018.

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company is an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Company’s year end is December 31st.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

 

As of June 30, 2018, the Company’s only storage contract is with Cameco Corporation (“Cameco”), a publicly traded Uranium fuel provider. The Company is exposed to the credit risk of Cameco. If Cameco were to become insolvent, it might prove difficult not only to access Cameco facilities, but also to retrieve the Company’s Uranium products from storage. If the Company is unable to retrieve its Uranium products on the insolvency of Cameco, this could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

There is no liquid public market for the sale of Uranium products. The Company may not be able to acquire Uranium products, or once acquired, sell Uranium products for a period of time. The inability to purchase and sell Uranium product on a timely basis and in sufficient quantiles could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents

 

 F-8 

 

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standard Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”).

 

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

 

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

Investment transactions are accounted for on a trade-date basis. Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis.

 

Fair Value of Financial Instruments

 

FASB ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value.  The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques that prioritizes the inputs to a valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest pity to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC 820 are described below:

 

Level 1 Valuations based on unadjusted quoted market prices in active markets for identical assets or liabilities.

 

Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.

 

Level 3 Valuations based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement.

 

The market for Uranium is characterized by relatively few buyer and sellers. The principal groups of buyers of Uranium worldwide are major electric utilities operating a nuclear reactor fleet and intermediaries (trading companies). The principal groups of sellers of Uranium are Uranium mining companies and intermediaries. Due to the limited number of buyers and sellers, the Company has determined that direct contracts with peers and other uranium market participants represent the most advantageous market.

 

Industry practice has been to refer to prices published by industry consulting / price reporting companies like UxC Consulting Company, LLC (“UxC”) or Tradetech LLC which serve as an aggregator of all price points indicated within the uranium market .. Prices reported by both companies have been most prevalent in being referenced in contracts to set contract pricing. The Company’s initial purchase contract for uranium was based on the weekly U3O8 price as published by UxC.

 

 F-9 

 

 

Investments in Uranium are categorized in Level 2 using the market approach. Investments in Uranium are measured at fair value at each reporting period based on the most recent spot prices for Uranium published by UxC. The Company may also adjust the fair value of the investments in Uranium based on its assessment of the valuation impact of risks associated with the third party storage facilities at which the Company’s Uranium is held.

 

The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value

 

   Investments Assets at Fair Value
As of June 30, 2018
 
   Level 1   Level 2   Level 3   Total 
Investments   -   $113,375    -   $113,375 
Total Investments at Fair Value   -   $113,375    -   $113,375 

 

Recent Accounting Pronouncements – The Company has reviewed all the recently issued, but not effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Note 3 – RELATED PARTY

 

As of June 30, 2018, the Company owes $79,511 to related parties. These include cost and fees associated with the startup of the Company. As of June 30, 2018, related parties owe the Company $638,500 for the initial capital contributions that were made. The capital contribution funds were received by the Company in July 2018.

 

Note 4 – LEGAL PROCEEDINGS

 

From time to time, the Company may become involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.

 

 F-10 

 

 

Note 5 – EQUITY

 

The Company is authorized to issue one class of stock to be designated “Common Stock,” par value $0.0001 per share. The total number of shares of Common Stock which the Company is authorized to issue is 110,000,000. 100,000,000 shares of the authorized shares of Common Stock are designated Class A Common Stock (the “Class A Common Stock”), and 10,000,000 shares of the authorized Common Stock are designated Class B Common Stock (the “Class B Common Stock”).

 

Class A Common Stock. Expect as required by law, the Class A Common Stock will have no voting rights.

 

Class B Common Stock. Each holder of shares of Class B Commons Stock will be entitles to one vote for each share.

 

Note 6 – INVESTMENTS

 

Investments are classified as a trading security and initially recorded at cost. At the end of the reporting period, the Company adjusts the investment to fair value and any unrealized holding gains and losses are recorded in realized gain (loss) and unrealized appreciation (depreciation) from investments. The investments relate to Uranium purchased for $111,500 on June 27, 2018. As of June 30, 2018, there was an unrealized gain of $1,875 which is recorded on the statement of operations.

 

Note 7 – INCOME TAXES

 

There is no current or deferred income tax expense or benefit allocated to continuing operations for the period of inception (June 4, 2018) to June 30, 2018.

 

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of June 30, 2018, applying the statutory income tax rate of the Company there was a deferred tax asset of $16,304 related to net operating losses. A valuation allowance was recorded against the tax asset to reduce the carrying value to zero.

 

As of June 30, 2018, the Company had a net operating loss carry-forwards totaling $77,636 which will begin expiring in 2038.

 

The Company has no uncertain tax positions that require the Company to record a liability.

 

The Company had no accrued penalties and interest related to taxes as of June 30, 2018.

 

Note 8 – SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to June 30, 2018, and has determined it does not have any material subsequent events to disclose in these financial statements.

 

 F-11 

 

 

URANIUM TRADING CORPORATION

BALANCE SHEETS

AS OF SEPTEMBER 30, 2018 AND JUNE 30, 2018

 

   SEPTEMBER 30, 2018   JUNE 30, 2018 
   (UNAUDITED)     
ASSETS          
           
CASH  $427,720   $- 
DUE FROM RELATED PARTY        638,500 
INVESTMENT   136,875    113,375 
PREPAIDS   75,000    - 
TOTAL ASSETS  $639,595   $751,875 
           
LIABILITIES & STOCKHOLDERS’ EQUITY          
           
DUE TO RELATED PARTY  $-   $79,511 
SUB-TOTAL LIABILITIES   -    79,511 
           
COMMON STOCK, $0.0001 par value, 110,000,000 shares authorized, 375,000 issued and outstanding   38    38 
ADDITIONAL PAID-IN-CAPITAL   749,962    749,962 
ACCUMULATED DEFICIT   (110,405)   (77,636)
TOTAL STOCKHOLDERS’ EQUITY   639,595    672,364 
           
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY  $639,595   $751,875 

 

See accompanying notes to the unaudited financial statements

 

 F-12 

 

 

URANIUM TRADING CORPORATION

STATEMENTS OF OPERATIONS

 

INCOME  THREE MONTHS ENDED
SEPTEMBER 30, 2018
   PERIOD FROM INCEPTION
(JUNE 4, 2018) TO
SEPTEMBER 30, 2018
 
   (UNAUDITED)   (UNAUDITED) 
Investment Income  $-   $- 
Total Income          
           
EXPENSES          
Professional Fees   36,269    115,197 
Storage Fees   20,000    20,000 
Other Corporate Costs   -    583 
Total Expenses   56,269    135,780 
           
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) From investments          
Unrealized Appreciation on value of investments   23,500    25,375 
           
Loss before taxes  $(32,769)  $(110,405)
           
Income tax expense        
Net Loss  $(32,769)  $(110,405)
           
Earnings per common share - basic and diluted  $(0.09)  $(0.29)
Weighted average shares outstanding   375,000    375,000 

 

See accompanying notes to the unaudited financial statements

 

 F-13 

 

 

URANIUM TRADING CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY

AS OF SEPTEMBER 30, 2018

 

   Common Stock   Additional
Paid-in-
   Accumulated     
   Shares   Amount   Capital   Deficit   Total 
June 4, 2018   -   $-   $-   $-   $- 
                                  
Issuance of Common Stock   375,000    38    749,962    -    750,000 
                          
Net Loss   -    -    -    ( 110 ,405)   ( 110 ,405)
                          
30-Sep-18   375,000   $38   $749,962   $( 110 ,405)  $ 639,695  

 

See accompanying notes to the unaudited financial statements

 

 F-14 

 

 

URANIUM TRADING CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (JUNE 4, 2018)

TO SEPTEMBER 30, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:     
      
Net Loss  $(110,405)
      
Adjustments to reconcile net loss to net cash from operating activities:     
      
Unrealized appreciation to value of investment   (25,375)
      
CHANGES IN OPERATING ASSETS AND LIABILITIES     
Prepaid Fees   (75,000)
NET CASH FROM OPERATING ACTIVITIES   (210,780)
      
CASH FLOWS FROM INVESTING ACTIVITIES     
Purchase of Uranium   (111,500)
NET CASH FROM INVESTING ACTIVITIES   (111,500)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
Issuance of Common Stock   750,000 
NET CASH FROM FINANCING ACTIVITIES   750,000 
      
NET CHANGE IN CASH     
Cash at Beginning of period   - 
Cash at End of period  $427,720 
      
Supplemental disclosure of cash flow information:     
Cash paid for interest  $- 
Cash paid for income taxes  $- 

 

See accompanying notes to the unaudited financial statements

 

 F-15 

 

 

CONDENSED SCHEDULES OF INVESTMENTS

AS OF SEPTEMBER 30, 2018 AND JUNE 30, 2018

 

   SEPTEMBER 30, 2018   JUNE 30, 2018 
USE OF PROCEEDS  PROJECT
INVESTMENT
   % OF TOTAL   PROJECT
INVESTMENT
   % OF TOTAL 
Uranium  $136,875    100%  $113,375    100%

 

 F-16 

 

 

Uranium Trading Corp.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2018

 

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Uranium Trading Corporation (‘the Company”) was incorporated June 4, 2018 in the State of Delaware for the purpose of purchasing and holding Uranium. The Company is located in El Segundo, CA and began operations in the third quarter of 2018.

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim condensed financial statements as of September 30, 2018 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the June 30, 2018 audited financial statements and notes thereto. The Company is an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year.

 

Concentrations of Credit Risk

 

As of September 30, 2018 the Company’s only storage contract is with Cameco Corporation (“Cameco”), a publicly traded Uranium fuel provider. The Company is exposed to the credit risk of Cameco. If Cameco were to become insolvent, it might prove difficult not only to access Cameco facilities, but also to retrieve the Company’s Uranium products from storage. If the Company is unable to retrieve its Uranium products on the insolvency of Cameco, this could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

There is no liquid public market for the sale of Uranium products. The Company may not be able to acquire Uranium products, or once acquired, sell Uranium products for a period of time. The inability to purchase and sell Uranium product on a timely basis in sufficient quantities could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

 

 F-17 

 

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”).

 

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

 

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

Investment transactions are accounted for on a trade-date basis. Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis.

 

Fair Value of Financial Instruments

 

FASB ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques that prioritizes the inputs to a valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest pity to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:

 

Level 1 Valuations based on unadjusted quoted market prices in active markets for identical assets or liabilities.

 

Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.

 

Level 3 Valuations based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement.

 

The market for Uranium is characterized by relatively few buyer and sellers. The principal groups of buyers of Uranium worldwide are major electric utilities operating a nuclear reactor fleet and intermediaries (trading companies). The principal groups of sellers of Uranium are Uranium mining companies and intermediaries. Due to the limited number of buyers and sellers, the Company has determined that direct contracts with peers and other uranium market participants represent the most advantageous market.

 

Industry practice has been to refer to prices published by industry consulting / price reporting companies like UxC Consulting Company, LLC (“UxC”) or Tradetech LLC which serve as an aggregator of all price points indicated within the uranium market. Prices reported by both companies have been most prevalent in being referenced in contracts to set contract pricing. The Company’s initial purchase contract for uranium was based on the weekly U3O8 price as published by UxC.

 

Investments in Uranium are categorized in Level 2 using the market approach. Investments in Uranium are measured at fair value at each reporting period based on the most recent spot prices for Uranium published by UxC. The Company may also adjust the fair value of the investments in Uranium based on its assessment of the valuation impact of risks associated with the third party storage facilities at which the Company’s Uranium is held.

 

The following table sets forth by level within the fair value hierarchy, the Company’s assets at fair value:

 

   Investments Assets at Fair Value
As of September 30, 2018
 
   Level 1   Level 2   Level 3   Total 
Investments  $    -   $136,875   $     -   $136,875 
Total Investments at Fair Value                    

 

   Investments Assets at Fair Value
As of June 30, 2018
 
   Level 1   Level 2   Level 3   Total 
Investments  $    -   $113,375   $    -   $113,375 
Total Investments at Fair Value                    

 

Recent Accounting Pronouncements – We have reviewed all the recently issued, but not effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the company.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

 F-18 

 

 

Note 3 – RELATED PARTY

 

As of September 30, 2018, Uranium Trading Corporation had no outstanding amounts owed from related parties.

 

As of June 30, 2018, the Company owes $79,511 to related parties. These include costs and fees associated with the startup of the Company. As of June 30, 2018, related parties owe the Company $638,500 for the initial capital contributions that were made.

 

Note 4 – LEGAL PROCEEDINGS

 

From time to time, the Company may become involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.

 

Note 5 – EQUITY

 

The Company is authorized to issue one class of stock to be designated “Common Stock,” par value $0.0001 per share. The total number of shares of Common Stock which the Company is authorized to issue is $110,000,000. 100,000,000 shares of the authorized shares of Common Stock are hereby designated Class A Common Stock (the “Class A Common Stock”), and 10,000,000 shares of the authorized Common Stock are hereby designated Class B Common Stock (the “Class B Common Stock”).

 

Class A Common Stock. Except as required by law, the Class A Common Stock will have no voting rights.

 

Class B Common Stock. Each holder of shares of Class B Commons Stock will be entitled to one vote for each share.

 

Note 6 – INVESTMENTS

 

Investments are classified as a trading security and initially recorded at cost. At the end of each reporting period, the Company adjusts the investment to fair value and any unrealized holding gains and losses are recorded in realized gain (loss) and unrealized appreciation (depreciation) from investments. The investments relate to Uranium purchased for $111,500 on June 27, 2018. For the period from inception (June 4, 2018) to September 30, 2018 there was an unrealized appreciation of $25,375 which is recorded on the statement of operations.

 

Note 7 – Income Taxes

 

There is no current or deferred income tax expense or benefit allocated to continuing operations for the period of inception (June 4, 2018) to September 30, 2018.

 

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of September 30, 2018, applying the statutory income tax rate of the Company there was a deferred tax asset of $ 23,185 related to net operating losses. A valuation allowance was recorded against the tax asset to reduce the carrying value to zero.

 

As of September 30, 2018, the Company had net operating loss carry-forwards totaling $110,405 which will begin expiring in 2038

 

The Company has no uncertain tax positions that require the Company to record a liability.

 

The Company had no accrued penalties and interest to taxes as of September 30, 2018.

 

Note 8 – Subsequent Events

 

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to September 30, 2018, and has determined it does not have any material subsequent events to disclose in these financial statements.

 

 F-19 

 

 

 

 

 

 

_________ Shares of Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sole Underwriter

 

B.Riley FBR

 

 

 

 

 

 

 

Through and including                          , 2018 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

 

 

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Unless otherwise indicated, all references to “UTC,” the “company,” “we,” “our,” “us” or similar terms refer to Uranium Trading Corporation.

 

Item 13. Other Expenses of Issuance and Distribution.

 

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the exchange listing fee.

 

SEC registration fee   $ 
FINRA filing fee     
Exchange listing fee     
Printing and engraving expenses     
Legal fees and expenses     
Accounting fees and expenses     
Custodian transfer agent and registrar fees     
Miscellaneous expenses     
Total   $             

 

Item 14. Indemnification of Directors and Officers.

 

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Our certificate of incorporation permits indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our bylaws provide that we will indemnify our directors and officers and permit us to indemnify our employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

 

At present, there is no pending litigation or proceeding involving a director or officer of UTC regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

 

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.

 

The underwriters are obligated, under certain circumstances, under the underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement, to indemnify us and our officers and directors against liabilities under the Securities Act.

 

Item 15. Recent Sales of Unregistered Securities.

 

The following sets forth information regarding all unregistered securities sold since inception of UTC:

 

    On June 4, 2018 we issued 375,000 shares of Class B Common Stock to our founder, 92 Trading LLC.

 

The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or our public offering. We believe this transaction was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D thereunder as a transaction by an issuer not involving any public offering. The recipient of the securities represented its intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and an appropriate legend was placed on the share certificate issued in this transaction. The sale of these securities were made without any general solicitation or advertising.

 

II-1
 

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits.

 

 

Exhibit

Number

 

 

Description

       
  1   Form of Underwriting Agreement.
       
  3.1*   Certificate of Incorporation.
       
  3.2*   Bylaws.
       
  4.1*   Form of Common Stock Certificate.
       
  5.1*   Opinion of J.P. Galda & Co.
       
  10.1 *   Management Services Agreement between UTC and 92 Trading LLC
       
  10.2 *   Storage Agreement with Cameco
       
  23.1   Consent of Accell, Audit and Compliance, P.A.
       
  23.2*   Consent of J.P. Galda & Co. (included in Exhibit 5.1)

 

*To be provided. 

 

(b) Financial Statement Schedules.

 

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

II-2
 

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(5) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

 

(6) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-3
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 7h day of November , 2018.

 

  URANIUM TRADING CORPORATION
   
  By: /s/ David Berklite
    David Berklite
    President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Amendment No. 6 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
       
/s/ David Berklite   Chief Executive Officer     November 7 , 2018 
David Berklite   (Principal Executive Officer)    
         
/s/ Markus Kemmerer   Chief Financial Officer   November 7 , 2018
Markus Kemmerer   (Principal Financial and Accounting Officer)    
       
/s/ Joe Huber       November 7 , 2018
Joe Huber   Director    
       
/s/ Mel Lindsey       November 7 , 2018
Mel Lindsey   Director    
       
/s/ Timothy E. Rhoda       November 7 , 2018
Timothy E. Rhoda   Director    

 

II-4
 

 

EX-1 2 ex1.htm

 

URANIUM TRADING CORPORATION

Shares of Class A Common Stock

 

UNDERWRITING AGREEMENT

 

November ___, 2018

 

B. Riley FBR, Inc.

c/o B. Riley FBR, Inc.

1001 19th Street North

Arlington, Virginia 22209

 

Dear Sirs:

 

Uranium Trading Corporation, a Delaware corporation (the “Company”), confirms its agreement with B. Riley FBR, Inc. (the “Underwriter”), subject to the terms and conditions of this Agreement (as defined below), to act as the Company’s lead underwriter with respect to (i) the sale by the Company of [                    ] shares (the “Initial Shares”) of Class A Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), and the purchase by the Underwriter, of such number of shares of Common Stock, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of [                    ] additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company, to the Underwriter, of the number of shares of Common Stock required to cover such over-allotments. The Initial Shares to be purchased by the Underwriter and all or any part of the Option Shares subject to the option described in Section 1(b) hereof are hereinafter called, collectively, the “Shares.”

 

The Company understands that the Underwriter propose to make a public offering of the Shares as soon as the Underwriter deems advisable after this Underwriting Agreement (the “Agreement”) has been executed and delivered.

 

The Company has filed with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-1 (File No. 333-________) including a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related preliminary prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the Closing Time (as defined below), such registration statement as so amended) and including all information deemed to be a part of the registration statement pursuant to incorporation by reference, Rule 430A of the Securities Act Regulations or otherwise, is hereinafter called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the 462(b) Registration Statement. Each prospectus included in the Registration Statement before it was declared effective by the Commission under the Securities Act, and any preliminary form of prospectus filed with the Commission by the Company with the consent of the Underwriter pursuant to Rule 424(a) of the Securities Act Regulations, including all information incorporated by reference in either such prospectus, is hereinafter called the “Preliminary Prospectus.” The term “‘Prospectus” means the final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Securities Act Regulations, and any amendments thereof or supplements thereto including all information incorporated by reference therein.

 

   
 

 

The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

 

The term “Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule I hereto, (iii) any other Free Writing Prospectus (as defined below), and (iv) any other written Testing-the-Waters Communications, that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package.

 

The term “Issuer Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations. The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule 405 of the Securities Act Regulations.

 

The term “affiliate”, as it relates to the Company, includes the founder and manager of the Company, 92 Trading LLC, its members, officers and managers.

 

The Company and the Underwriter agree as follows:

 

 -2- 
 

 

1.       Sale and Purchase:

 

(a)       Initial Shares. Upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock of $________, the Company agrees to sell to the Underwriter the number of Initial Shares set forth above, and the Underwriter agrees to purchase from the Company the number of Initial Shares set forth above, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments the Underwriter’s sole discretion shall make to eliminate any sales or purchases of fractional shares.

 

(b)       Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriter to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares which the Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriter to the Company and the Attorneys setting forth the number of Option Shares as to which the Underwriter are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an “Option Closing Time”) shall be determined by the Underwriter, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and the Underwriter will purchase the number of Option Shares, subject in each case to such adjustment by the Underwriter in its sole discretion to eliminate any sales or purchases of fractional shares.

 

2.       Payment and Delivery

 

(a)       Initial Shares. The Initial Shares to be purchased by the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as may be requested upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the Underwriter, 1001 19th Street North, Arlington, Virginia 22209, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Underwriter and the Company). The time and date at which such delivery and payment are actually made is hereinafter called the “Closing Time.”

 

 -3- 
 

 

(b)       Option Shares. Any Option Shares to be purchased by the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as may be requested upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Option Shares to be made available for checking and packaging at least twenty-four hours prior to the Option Closing Time with respect thereto at the Designated Office. The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the date specified by the Underwriter in its notice given to the Company of the Underwriter’s election to purchase such Option Shares or on such other time and date as the Company and the Underwriter may agree upon in writing.

 

3.       Representations and Warranties of the Company:

 

The Company represents and warrants to the Underwriter as of the date hereof, the Initial Sale Time (as defined below), as of the Closing Time and as of any Option Closing Time (if any), and agrees with the Underwriter, that:

 

(a)       the Company has the authorized capitalization as set forth in both the Prospectus and the Disclosure Package; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. Except as disclosed in both the Prospectus and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. The Company has no subsidiaries;

 

(b)       the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with full power and authority to own its respective properties and to conduct its respective businesses as described in each of the Registration Statement, the Prospectus and the Disclosure Package, and to execute and deliver this Agreement and to consummate the transactions contemplated herein;

 

 -4- 
 

 

(c)       the Company is duly qualified or licensed and is in good standing in each jurisdiction in which it conducts its respective businesses or in which it owns or leases real property or otherwise maintain an office and in which the failure, individually or in the aggregate, to be so qualified or licensed could have a material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise), present or prospective, of the Company (any such effect or change, where the context so requires, is hereinafter called a “Material Adverse Effect” or “Material Adverse Change”). The Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association;

 

(d)       the Company is in compliance in all material respects with all applicable laws, rules, regulations, orders, decrees and judgments, including those relating to transactions with affiliates;

 

(e)       the Company is not in breach of or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), (i) its respective charter, bylaws, agreement of limited partnership, operating agreement or other similar organizational documents (the “organizational documents”), (ii) the performance or observance of any obligation, agreement, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company is a party or by which the Company or its respective properties is bound, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order (each, a “Law”) applicable to the Company, except, in the case of clauses (ii) and (iii) above, for such breaches or defaults which could not, individually or in the aggregate, have a Material Adverse Effect;

 

(f)       the execution, delivery and performance of this Agreement, and consummation of the transactions contemplated herein will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under), (i) any provision of the organizational documents of the Company, or (ii) any provision of any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company is a party or by which the Company or its respective properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company, except in the case of this clause (ii) for such breaches or defaults which could not, individually or in the aggregate, have a Material Adverse Effect; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Company;

 

(g)       this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 8 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof;

 

 -5- 
 

 

(h)       no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the Company’s execution, delivery and performance of this Agreement, its consummation of the transactions contemplated herein, and its sale and delivery of the Shares, other than (A) such as have been obtained, or will have been obtained at the Closing Time or the relevant Option Closing Time, as the case may be, under the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”), (B) such approvals as have been obtained in connection with the approval of the quotation of the Shares on the New York Stock Exchange and (C) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriter;

 

(i)       the Company has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required in order to conduct its respective business as described in both the Prospectus and the Disclosure Package, except to the extent that any failure to have any such licenses, authorizations, consents or approvals, to make any such filings or to obtain any such authorizations, consents or approvals could not, individually or in the aggregate, have a Material Adverse Effect; the Company is not required by any applicable law to obtain accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in both the Prospectus and the Disclosure Package; the Company is not in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company the effect of which could result in a Material Adverse Change; and no such license, authorization, consent or approval contains a materially burdensome restriction that is not adequately disclosed in each of the Registration Statement, the Prospectus and the Disclosure Package;

 

(j)       each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission; and the Company has complied to the Commission’s satisfaction with any request on the part of the Commission for additional information;

 

(k)       the Preliminary Prospectus when filed and the Registration Statement as of each effective date and as of the date hereof complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material respects with the requirements of the Securities Act and the Securities Act Regulations;

 

 -6- 
 

 

(l)       the Registration Statement, as of its effective date and as of the date hereof, did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Preliminary Prospectus does not, and the Prospectus or any amendment or supplement thereto will not, as of the applicable filing date, the date hereof and at the Closing Time and on each Option Closing Time (if any), contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with the information concerning the Underwriter and furnished in writing by the Underwriter to the Company expressly for use therein (that information being limited to that described in the last sentence of the first paragraph of Section 8(c) hereof);

 

(m)       as of [___:00 [am/pm]] on the date of this Agreement (the “Initial Sale Time”), the Disclosure Package did not, and at the time of each sale of Shares and at the Closing Time and each Option Closing Time, the Disclosure Package will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of its issue date or date of first use and at all subsequent times through the Initial Sale Time, each Issuer Free Writing Prospectus did not, and at the time of each sale of Shares and at the Closing Time and each Option Closing Time, each such Issuer Free Writing Prospectus will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from the Disclosure Package in reliance upon and in conformity with the information concerning the Underwriter and furnished in writing by the Underwriter to the Company expressly for use therein (that information being limited to that described in the last sentence of the first paragraph of Section 8(c) hereof);

 

(n)       each Issuer Free Writing Prospectus and written Testing-the-Waters Communication, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified;

 

 -7- 
 

 

(o)       the Company is eligible to use Free Writing Prospectuses in connection with this offering pursuant to Rule 433 under the Securities Act; any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act Regulations has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the Securities Act Regulations; and each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Regulations or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations;

 

(p)       except for the Issuer Free Writing Prospectuses identified in Schedule I hereto, and any electronic road show relating to the public offering of shares contemplated herein, the Company has not prepared, used or referred to, and will not, without the prior consent of the Underwriter prepare, use or refer to, any Free Writing Prospectus;

 

(q)       the Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectuses (to the extent any such Issuer Free Writing Prospectus was required to be filed with the Commission) delivered to the Underwriter for use in connection with the public offering of the Shares contemplated herein have been and will be identical to the versions of such documents transmitted to the Commission for filing via the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”), except to the extent permitted by Regulation S-T;

 

(r)       the Company filed the Registration Statement with the Commission before using any Issuer Free Writing Prospectus; and each Issuer Free Writing Prospectus was preceded or accompanied by the most recent Preliminary Prospectus satisfying the requirements of Section 10 under the Securities Act, which Preliminary Prospectus included an estimated price range;

 

(s)       from the time of initial confidential submission of a registration statement relating to the Shares with the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any test-the-waters communications) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act. The Company has not (x) alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Underwriter with entities that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutions that are “accredited investors” (as defined in Rule 501 under the Securities Act) and (y) authorized anyone other than the Underwriter to engage in Testing-the-Waters Communications. The Company reconfirms that the Underwriter has been authorized to act on its behalf in undertaking any Testing-the-Waters Communication. The Company has not distributed, or authorized anyone else to distribute, any written Testing-the-Waters Communications other than those listed in Schedule II hereto. Each individual written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Disclosure Package and, as of the Initial Sale Time, complied in all material respects with the Securities Act;

 

 -8- 
 

 

(t)       there are no actions, suits, proceedings, inquiries or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its respective officers and directors or to which the properties, assets or rights of the Company are subject, at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority, arbitral panel or agency which could result in a judgment, decree, award or order having a Material Adverse Effect;

 

(u)       the financial statements, including the notes thereto, included in (or incorporated by reference into) each of the Registration Statement, the Prospectus and the Disclosure Package present fairly the consolidated financial position of the entities to which such financial statements relate (the “Covered Entities”) as of the dates indicated and the consolidated results of operations and changes in financial position and cash flows of the Covered Entities for the periods specified; such financial statements have been prepared in conformity with GAAP as applied in the United States and on a consistent basis throughout the periods involved and in accordance with Regulation S-X promulgated by the Commission; the financial statement schedules included in the Registration Statement and the amounts in both the Prospectus and the Disclosure Package fairly present the information shown therein and have been compiled on a basis consistent with the financial statements included in each of the Registration Statement, the Prospectus and the Disclosure Package; no other financial statements or supporting schedules are required to be included in the Registration Statement, the Prospectus or the Disclosure Package; the unaudited pro forma financial information (including the related notes) included in each of the Registration Statement, the Prospectus and the Disclosure Package complies as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable; such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified; and no other pro forma financial information is required to be included in the Registration Statement, the Prospectus or the Disclosure Package;

 

(v)       Accell Audit & Compliance, P.A. whose reports on the consolidated financial statements of the Company are filed with the Commission as part of each of the Registration Statement, the Prospectus and the Disclosure Package or are incorporated by reference therein, and any other accounting firm that has certified Company financial statements and delivered its reports with respect thereto, are, and were during the periods covered by their reports, independent public accountants as required by the Securities Act and the Securities Act Regulations are registered with the Public Company Accounting Oversight Board;

 

 -9- 
 

 

(w)       subsequent to the respective dates as of which information is given in each of the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated in such documents, there has not been (A) any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, whether or not arising in the ordinary course of business, (B) any transaction that is material to the Company, contemplated or entered into by the Company, (C) any obligation, contingent or otherwise, directly or indirectly incurred by the Company that is material to the Company or (D) any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock;

 

(x)       the Shares conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus and the Disclosure Package; this Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus.

 

(y)       except as disclosed in both the Prospectus and the Disclosure Package, there are no persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act, except for those registration or similar rights which have been waived with respect to the offering contemplated by this Agreement, all of which registration or similar rights are fairly summarized in both the Prospectus and the Disclosure Package;

 

(z)       the Shares have been duly authorized and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the organizational documents of the Company or under any agreement to which the Company is a party or otherwise;

 

(aa)       the Shares have been approved for listing the New York Stock Exchange, subject to official notice of issuance; the Company has taken all necessary actions to ensure that, upon and at all times after the New York Stock Exchange shall have approved the Shares for listing, it will be in compliance with all applicable corporate governance requirements set forth in the New York Stock Exchange’s listing standards that are then in effect and is taking such steps as are necessary to ensure that it will be in compliance with other applicable corporate governance requirements set forth in the New York Stock Exchange’s listing standards not currently in effect upon the effectiveness of such requirements;

 

(bb)       none of the Company, its directors, officers, representatives or affiliates has taken, nor will take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

 

 -10- 
 

 

(cc)       none of the Company, nor any of its affiliates (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act, or the rules and regulations thereunder (the “Exchange Act Regulations”), or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the By-laws of the National Association of Securities Dealers, Inc. (the “NASD”)) any member firm of the Financial Industry Regulatory Authority (“FINRA”);

 

(dd)       any certificate signed by any officer of the Company delivered to the Underwriter or to counsel for the Underwriter pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby;

 

(ee)       the form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the organizational documents of the Company and the requirements of the New York Stock Exchange;

 

(ff)       the Company has good and marketable title in fee simple to all real property, if any, and good title to all personal property owned by it, in each case free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defects, except such as are disclosed in both the Prospectus and the Disclosure Package or such as do not materially and adversely affect the value of such property and do not interfere with the use made or proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company are held under valid, existing and enforceable leases, with such exceptions as are disclosed in both the Prospectus and the Disclosure Package or are not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company;

 

(gg)       the descriptions in each of the Registration Statement, the Prospectus and the Disclosure Package of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly the information required to be shown, and there are no legal or governmental proceedings, contracts, leases, or other documents of a character required to be described in the Registration Statement, the Prospectus or the Disclosure Package or to be filed as exhibits to the Registration Statement which are not described or filed as required; all agreements between the Company and third parties expressly referenced in both the Prospectus and the Disclosure Package are legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles;

 

(hh)       the Company possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how (collectively “Intangibles”) necessary to entitle the Company to conduct its business as described in both the Prospectus and the Disclosure Package, and the Company has not received notice of infringement of or conflict with (the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Material Adverse Effect;

 

 -11- 
 

 

(ii)       the Company owns, possesses, licenses or has other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the Company’s business as now conducted or as proposed in the Prospectus to be conducted and (i) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Company; (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of Intellectual Property owned by or exclusively licensed to the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim which could have a Material Adverse Effect; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for concluding that any such claim will be asserted, or if asserted, would be successful, or if successfully asserted, could have a Material Adverse Effect; (v) the Company does not in the conduct of its business as now or proposed to be conducted as described in both the Prospectus and the Disclosure Package infringe or conflict with any right or patent of any third party, or any discovery, invention, product or process which is the subject of a patent application filed by any third party, known to the Company, which such infringement or conflict is reasonably likely to result in a Material Adverse Change; (vi) there is no U.S. patent which contains claims that interfere with the issued claims of any Intellectual Property owned by or exclusively licensed to the Company; (vii) there is no art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed, or will not be disclosed in the required time period, to the U.S. Patent and Trademark Office; (viii) no security interests have been recorded in the U.S. Patent and Trademark Office with respect to any Intellectual Property and no liens have been recorded against the Company with respect to any Intellectual Property and (ix) the Company has paid or will pay all maintenance and issue fees that are due or will be due, within the required time period, and has claimed small entity status only as appropriate;

 

 -12- 
 

 

(jj)       (x) the Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), which (i) are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Registration Statement, and (iii) are effective in all material respects to perform the functions for which they were established, and (y) the Company is not aware of (a) any significant deficiency or material weakness in the design or operation of its internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information to management and the Board of Directors, or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since the most recent evaluation of the Company’s disclosure controls and procedures described above, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting;

 

(kk)       the Company maintains a system of “internal accounting control over financing reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintain internal account controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

 

(ll)       the Company maintains insurance (issued by insurers of recognized financial responsibility) of the types and in the amounts generally deemed adequate for its respective businesses and consistent with insurance coverage maintained by similar companies in similar businesses, all of which insurance is in full force and effect;

 

(mm)       the Company is not in violation, or has received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company; the Company has received all permits, licenses or other approvals required of the Company under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its respective businesses, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, individually or in the aggregate, result in a Material Adverse Change;

 

 -13- 
 

 

(nn)       the Company is not in violation of or has received notice of any violation with respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which could have a Material Adverse Effect;

 

(oo)       the Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii)Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (“Code”); and each “pension plan” for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification;

 

(pp)       neither the Company nor any officer or director purporting to act on behalf of the Company has at any time (i) made any contributions to any candidate for political office, or failed to disclose fully any such contributions, in violation of law, (ii) made any payment to any state, federal or foreign governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by applicable law, (iii) made any payment outside the ordinary course of business to any investment officer or loan broker or person charged with similar duties of any entity to which the Company sells or from which the Company buys loans or servicing arrangements for the purpose of influencing such agent, officer, broker or person to buy loans or servicing arrangements from or sell loans to the Company, or (iv) engaged in any transactions, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company;

 

(qq)       except as otherwise disclosed in both the Prospectus and the Disclosure Package, there are no outstanding loans, extensions of credit or advances or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of the families of any of them;

 

(rr)       neither the Company nor, to the knowledge of the Company, any employee or agent of the Company, has made any payment of funds of the Company or received or retained any funds in violation of any law, rule or regulation or of a character required to be disclosed in the Prospectus or the Disclosure Package;

 

(ss)       all securities issued by the Company or any trusts established by the Company, have been or will be issued and sold in compliance with (i) all applicable federal and state securities laws, (ii) the laws of the applicable jurisdiction of incorporation of the issuing entity and, (iii) to the extent applicable to the issuing entity, the requirements of the New York Stock Exchange;

 

 -14- 
 

 

(tt)       the Company (i) is, and at all times prior was, in compliance with any and all applicable federal, state, local and foreign laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements relating to the protection of human health and safety, the environment, natural resources, petroleum or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), which compliance includes obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct its business and (ii) has not received notice of nor do they otherwise have knowledge of any actual or potential liability for the investigation or remediation of any disposal or release of petroleum, hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance with or liability under Environmental Laws could not, individually or in the aggregate, have a Material Adverse Effect; and the Company has not been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other similar Environmental Law, except with respect to any matters that could not, individually or in the aggregate, have a Material Adverse Effect. The Company (A) is not a party to any proceeding under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is believed no monetary penalties of $100,000 or more will be imposed, and (B) does not anticipate material capital expenditures relating to Environmental Laws;

 

(uu)       in connection with this offering, the Company has not offered and will not offer its Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock in a manner in violation of the Securities Act; and the Company has not distributed and will not distribute any offering material in connection with the offer and sale of the Shares except for the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, written Test-the-Waters Communication or the Registration Statement;

 

(vv)       the Company has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated;

 

(ww)       Except as disclosed in the Registration Statement, the Prospectus or the Disclosure Package, no relationship, indirect or direct, exists between or among the Company, on the one hand, and the directors, officers, stockholders, other Affiliates, customers or suppliers of the Company, on the other hand, that would be required by the Securities Act to be described in the Registration Statement, the Prospectus or the Disclosure Package;

 

(xx)       the Company will not, after giving effect to the offering and sale of the Shares, will be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

 

 -15- 
 

 

(yy)       the Company and any of the officers and directors of the Company, in their capacities as such, are, and at the Closing Time and any Option Closing Time will be, in compliance in all material respects with the provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder;

 

(zz)       none of the Company or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of such entities is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA;

 

(aaa)       neither the Company nor, to the Company’s knowledge, any of its affiliates or any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company, has violated the Bank Secrecy Act, as amended, the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001 or the rules and regulations promulgated under any such law or any successor law;

 

(bbb)       the operations of the Company and, to the Company’s knowledge, its affiliates are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money Laundering Control Act of 1986, as amended, any other money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), except for any such non-compliance as would not, singly or in the aggregate, result in a Material Adverse Change, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, or, to the Company’s knowledge, any of its affiliates, with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened;

 

(ccc)       the Company, and, to the Company’s knowledge, each of its affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company and any governmental authority under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import of articles and information from and to the foreign country to parties not of the foreign country;

 

 -16- 
 

 

(ddd)       the Company does not own or control, directly or indirectly, any corporation, association or other entity;

 

(eee)       the statistical and market-related data included in the Registration Statement, the Prospectus and the Disclosure Package are based on or derived from sources that the Company believes to be accurate and reliable in all material respects;

 

(fff)       no forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included in the Registration Statement, the Prospectus and the Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;

 

(ggg)       neither the Company nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

 

 -17- 
 

 

4.       Certain Covenants:

 

The Company and affiliates hereby covenant and agree with the Underwriter as follows:

 

(a)       to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Underwriter may designate and to maintain such qualifications in effect as long as requested by the Underwriter for the distribution of the Shares, provided that the Company shall not be required to (i) qualify as a foreign corporation, (ii) consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares), or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject;

 

(b)       if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Underwriter promptly and, if requested by the Underwriter, will confirm such advice in writing, when such post-effective amendment has become effective;

 

(c)       to prepare the Prospectus in a form approved by the Underwriter and containing the Rule 430A information, and file such Prospectus with the Commission in accordance with Rules 424(b) and 430A under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriter copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriter may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;

 

(d)       to advise the Underwriter promptly in writing when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations;

 

(e)       to furnish a copy of each proposed Free Writing Prospectus to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433 under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule I hereto;

 

(f)       to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable;

 

 -18- 
 

 

(g)       to advise the Underwriter immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or written Test-the-Waters Communication and to file no such amendment or supplement to which the Underwriter shall reasonably object in writing;

 

(h)       to furnish to the Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission, the New York Stock Exchange or any securities exchange and (iii) such other information as the Underwriter may reasonably request regarding the Company;

 

(i)       to advise the Underwriter promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173 under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Underwriter or counsel for the Underwriter, (i) would require the making of any change in the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Underwriter copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriter and to dealers, copies in such quantities and at such locations as the Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173 under the Securities Act Regulations) is so delivered, be misleading or , in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law;

 

 -19- 
 

 

(j)       to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission;

 

(k)       prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing;

 

(l)       to furnish promptly to the Underwriter a signed copy of the Registration Statement, as filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Underwriter may reasonably request;

 

(m)       to furnish to the Underwriter, not less than two business days before filing with the Commission, during the period referred to in paragraph (i) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations;

 

(n)       to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus and the Disclosure Package;

 

(o)       to make generally available to its security holders and to deliver to the Underwriter as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement;

 

(p)       to use its best efforts to maintain the quotation of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are traded and quotations for which are reported by the New York Stock Exchange;

 

 -20- 
 

 

(q)       to promptly notify the Underwriter if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) the completion of the distribution of the Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 4(s) hereof;

 

(r)       to engage and maintain, at its expense, a registrar and transfer agent for the Shares;

 

(s)       to refrain, from the date hereof until 180 days after the date of the Prospectus, without the prior written consent of the Underwriter, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, or (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus;

 

(t)       not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company;

 

(u)       to cause each 1% or greater stockholder, officer and director of the Company to furnish to the Underwriter, prior to the Initial Sale Time, a letter or letters, substantially in the form of Exhibit B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period from the date hereof until 180 days after the date of the Prospectus, without the prior written consent of the Underwriter;

 

 -21- 
 

 

(v)       that the provisions of the letter agreement dated August 9, 2018, as amended on November ___, 2018, between the Company and the Underwriter shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein;

 

(w)       that the Company shall (i) obtain or maintain, as appropriate, Directors and Officers liability insurance in the minimum amount of $[       ] million which shall apply to the offering contemplated herein and (ii) cause the Underwriter to be added to such policy such that up to $[                           ] of its expenses pursuant to Section 8(a) shall be paid directly by such insurer and (iii) shall cause the Underwriter to be added as an additional insured to such policy in respect of the offering contemplated herein;

 

(x)       if, at any time during the 90-day period after the date of the Prospectus, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Underwriter, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Underwriter advising the Company to the effect set forth above, to forthwith prepare, consult with the Underwriter concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Underwriter, responding to or commenting on such rumor, publication or event; and

 

(y)       that the Company will comply with all of the provisions of any undertakings in the Registration Statement.

 

5.       Payment of Expenses:

 

(a)       The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment), (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriter, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriter, (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriter and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws that the Company and the Underwriter have mutually agreed are appropriate and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for the Underwriter and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) filing for review of the public offering of the Shares by the NASD (including the legal fees and filing fees and other disbursements of counsel for the Underwriter relating thereto), (vi) the fees and expenses of any transfer agent or registrar for the Shares and miscellaneous expenses referred to in the Registration Statement, (vii) the fees and expenses incurred in connection with the inclusion of the Shares in the New York Stock Exchange, (viii) making road show presentations with respect to the offering of the Shares, (ix) preparing and distributing bound volumes of transaction documents for the Underwriter and the Underwriter’s legal counsel and (x) the performance of the Company’s other obligations hereunder. Upon the request of the Underwriter, the Company will provide funds in advance for filing fees.

 

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(b)       The Company agrees to reimburse the Underwriter for its reasonable out-of-pocket accountable and documented expenses in connection with the performance of its activities under this Agreement. The Company and the Underwriter agree and acknowledge that the Company has provided the Company with an advance of such accountable expenses prior to the date hereof in the amount of seventy-five thousand dollars ($75,000) (the “Expense Advance”). The Company shall have used and use any remainder of the Expense Advance as of the date hereof subject to the following terms: legal fees will be capped at $80,000, unless the Company approves an increase upon request. Notwithstanding the foregoing, the amount of reasonable out-of-pocket and documented expenses in connection with the performance of its activities under this Agreement shall not exceed the amount of expenses actually incurred by the Underwriter and such Expense Advance shall be reimbursed to the Company to the extent not actually incurred by the Underwriter in compliance with Rule 5110(f)(2)(C) of the FINRA Rules.

 

(c)       If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriter for all out-of-pocket expenses beyond the Expense Advance (such as printing, facsimile, courier service, direct computer expenses, accommodations, travel and the fees and disbursements of Underwriter’ counsel and any other advisors, accountants, or appraisers) reasonably incurred by the Underwriter in connection with this Agreement or the transactions contemplated herein.

 

6.       Conditions of the Underwriter’s Obligations:

 

The obligations of the Underwriter hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof and at the Closing Time and on each Option Closing Time, as applicable, the performance by the Company of its obligations hereunder and to the satisfaction of the following further conditions at the Closing Time or on each Option Closing Time, as applicable:

 

 -23- 
 

 

(a)       The Company shall furnish to the Underwriter at the Closing Time and on each Option Closing Time an opinion of J.P. Galda & Co., counsel for the Company, addressed to the Underwriter and dated the Closing Time and each Option Closing Time and in form and substance satisfactory to LeClairRyan PLLC, counsel for the Underwriter, stating that:

 

(i)       the Company has an authorized capitalization as set forth in both the Prospectus and the Disclosure Package under the caption “Capitalization”; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; except as disclosed in both the Prospectus and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options;

 

(ii)       the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation with full corporate power and authority to own its respective properties and to conduct its respective businesses as described in each of the Registration Statement, the Prospectus and the Disclosure Package, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions described in this Agreement;

 

(iii)       the Company is duly qualified or licensed by each jurisdiction in which it conducts its respective businesses and in which the failure, individually or in the aggregate, to be so licensed could have a Material Adverse Effect, and the Company is duly qualified, and is in good standing, in each jurisdiction in which it owns or leases real property or maintain an office and in which such qualification is necessary except where the failure to be so qualified and in good standing could not have a Material Adverse Effect; other than as disclosed in both the Prospectus and the Disclosure Package, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association;

 

(iv)       [to the best of such counsel’s knowledge,] the Company is in compliance in all material respects with all applicable laws, orders, rules, regulations and orders, including those relating to transactions with affiliates;

 

 -24- 
 

 

(v)       [to the best of such counsel’s knowledge,] the Company is not in violation of any term or provision of its organizational documents, is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), any license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which any of them or their respective properties may be bound or affected or under any law, regulation or rule or any decree, judgment or order applicable to the Company, except such breaches or defaults which would not have a material adverse effect on the assets, business, operations, earnings, prospects, properties, or condition (financial or otherwise) of the Company taken as a whole;

 

(vi)       the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the certificate of incorporation, charter or by-laws of the Company, (ii) any provision of any license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument to which the Company is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any of its respective properties or assets, or (iv) any decree, judgment or order applicable to the Company; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of the Company;

 

(vii)       this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity, and except that enforceability of the indemnification and contribution provisions set forth in Section 8 of this Agreement may be limited by the federal or state securities laws of the United States or public policy underlying such laws;

 

(viii)       no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated herein, and the sale and delivery of the Shares by the Company as contemplated herein, other than such as have been obtained or made under the Securities Act and the Securities Act Regulations and the Exchange Act and Exchange Act Regulations, and except that such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriter;

 

 -25- 
 

 

(ix)       the Company has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state or local law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required to conduct their respective businesses, as described in both the Prospectus and the Disclosure Package; the Company is not in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or decree, order or judgment applicable to the Company;

 

(x)       the Company is not subject to registration as an investment company under the Investment Company Act of 1940, as amended, and the transactions contemplated by this Agreement will not cause the Company to become an investment company subject to registration under such Act;

 

(xi)       the Shares have been duly authorized and when the Shares have been issued and duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the Underwriter will acquire good and marketable title to the Shares, free and clear of any pledge, lien, encumbrance, security interest, or other claim;

 

(xii)       the issuance and sale of the Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the certificate of incorporation, charter or by-laws of the Company, or under any agreement known to such counsel to which the Company is a party or, to such counsel’s knowledge, otherwise;

 

(xiii)       to the best of such counsel’s knowledge, there are no persons with registration or other similar rights to have any equity or debt securities, including securities that are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act, except for those registration or similar rights which have been waived with respect to the offering contemplated by this Agreement;

 

(xiv)       the Shares conform in all material respects to the descriptions thereof contained or incorporated by reference in each of the Registration Statement, the Prospectus and the Disclosure Package;

 

 -26- 
 

 

(xv)       the form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the organizational documents of the Company and the requirements of the New York Stock Exchange;

 

(xvi)       the Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and, to the best of such counsel’s knowledge, no proceedings with respect thereto have been commenced or threatened;

 

(xvii)       as of each effective date of the Registration Statement, the Registration Statement and the Prospectus (except as to the financial statements and other financial data contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations (it being understood that such counsel need express no opinion as to the financial statements or schedules or other financial data derived therefrom, included therein);

 

(xviii)       the statements under the captions “Capitalization,” “Legal Matters”, and “Description of Securities” in both the Prospectus and the Disclosure Package, insofar as such statements constitute a summary of the legal matters referred to therein, constitute accurate summaries thereof in all material respects;

 

(xix)       the 8-A Registration Statement, when filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act; the Form 8-A Registration Statement has become effective under the Exchange Act; and, once issued, the Initial Shares and the Option Shares have been validly registered under the Securities Act, the Exchange Act and the Securities Act Regulations and the Exchange Act Regulations;

 

(xx)       there are no actions, suits or proceedings, inquiries, or investigations pending or, to the best of such counsel’s knowledge, threatened against the Company or any of its respective officers and directors or to which the properties, assets or rights of any such entity are subject, at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority, arbitral panel or agency which are required to be described in the Registration Statement, the Prospectus or the Disclosure Package but are not so described;

 

(xxi)       there are no contracts or documents of a character which are required to be filed as exhibits to the Registration Statement or required to be described or summarized in the Registration Statement, the Prospectus or the Disclosure Package which have not been so filed, summarized or described, and all such summaries and descriptions, in all material respects, fairly and accurately set forth the material provisions of such contracts and documents;

 

 -27- 
 

 

(xxii)       to the best of such counsel’s knowledge, the Company owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how (collectively “Intangibles”) necessary to entitle the Company to conduct its business as described in both the Prospectus and the Disclosure Package, and the Company has not received notice of infringement of or conflict with (and knows of no such infringement of or conflict with) asserted rights of others with respect to any Intangibles which could materially and adversely affect the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of the Company; and

 

(xxiii)       to the best of such counsel’s knowledge, the Company has filed on a timely basis all necessary federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof and have paid all taxes shown as due thereon; and no tax deficiency has been asserted against any such entity, nor does any such entity know of any tax deficiency which is likely to be asserted against any such entity which, if determined adversely to any such entity, could materially and adversely affect the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of any such entity, respectively.

 

In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, independent public accountants of the Company, the Underwriter, at which the contents of the Registration Statement, the Prospectus and the documents constituting the Disclosure Package were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Disclosure Package (except as and to the extent stated in subparagraphs (xiv), (xvii), (xviii), (xix), (xx) and (xxi) above), nothing has come to their attention which would lead them to believe that (i) either the Registration Statement, any amendment thereto, or any document deemed to be a part thereof, at the time of any effective date applicable thereto, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements in the Registration Statement not misleading; or (ii) the Prospectus, as of its date or at the Closing Time or any Option Closing Time, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package as of the Initial Sale Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or schedules or other financial data derived therefrom, included or incorporated by reference in the Registration Statement the Prospectus, the Disclosure Package or any amendments or supplements thereto).

 

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(b)        On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), the Underwriter shall have received from Accell Audit & Compliance, P.A. letters dated the respective dates of delivery thereof and addressed to the Underwriter, in form and substance satisfactory to the Underwriter, containing statements and information of the type customarily included in accountants’ “comfort letter” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Prospectus, the Disclosure Package or any amendments or supplements thereto; provided that the such letter delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date no more than three business days prior to the Closing Time, or such Option Closing Time as the case may be.

 

In the event that the letters referred to above set forth any changes in indebtedness, decreases in total assets or retained earnings or increases in borrowings, it shall be a further condition to the obligations of the Underwriter that (A) such letters shall be accompanied by a written explanation of the Company as to the significance thereof, and (B) such changes, decreases or increases do not, in the sole judgment of the Underwriter, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement.

 

(c)       The Underwriter shall have received at the Closing Time and on each Option Closing Time the favorable opinion of LeClairRyan PLLC, dated the Closing Time or such Option Closing Time, addressed to the Underwriter and in form and substance satisfactory to the Underwriter.

 

(d)       The Registration Statement shall have become effective not later than 5:00 p.m., New York City time, on the date of this Agreement, or such later time and date as the Underwriter shall approve.

 

(e)       No amendment or supplement to the Registration Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which the Underwriter shall have objected in writing.

 

(f)       Prior to the Closing Time and each Option Closing Time (i) no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any document in the Disclosure Package shall have been issued, and no proceedings for such purpose shall have been initiated or threatened, by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Underwriter; (iii) the Registration Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) the Prospectus and the Disclosure Package shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

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(g)       All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule.

 

(h)       Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time there shall not have been any Material Adverse Change or any prospective Material Adverse Change, and (ii) no transaction which is material and unfavorable to the Company shall have been entered into by the Company which, in the Underwriter’s sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement.

 

(i)       The Shares shall have been approved for inclusion in the New York Stock Exchange.

 

(j)       The NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

 

(k)       The Underwriter’s shall have received lock-up agreements from each officer, director, Selling Stockholder and 1% or greater stockholder of the Company, in the form of Exhibit B attached hereto, and such letter agreements shall be in full force and effect.

 

(l)       The Company will, at the Closing Time and on each Option Closing Time, deliver to the Underwriter a certificate of its Manager or Chief Financial Officer, to the effect that:

 

(i)       the representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Time or any Option Closing Time, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Time or any Option Closing Time, as applicable;

 

(ii)       no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act;

 

 -30- 
 

 

(iii)       the signer of such certificate has carefully examined the Registration Statement, the Prospectus, the Disclosure Package, any amendment or supplement thereto, and this Agreement, and that when the Registration Statement became effective and at all times subsequent thereto up to the Closing Time or any Option Closing Time, as applicable, the Registration Statement and the Prospectus and the Preliminary Prospectus, and any amendments or supplements thereto contained all material information required to be included therein by the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be; the Registration Statement and any amendments thereto, did not and, as of the Closing Time or any Option Closing Time, as applicable, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus and the Disclosure Package, and any amendments or supplements thereto, did not and as of the Closing Time or any Option Closing Time, as applicable, do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplement to the Prospectus or the Disclosure Package which has not been so set forth; and

 

(iv)       subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, there has not been (a) any Material Adverse Change, (b) any transaction that is material to the Company, except transactions entered into in the ordinary course of business, (c) any obligation, direct or contingent, that is material to the Company, incurred by the Company, except obligations incurred in the ordinary course of business, (d) any change in the capital stock or outstanding indebtedness of the Company that is material to the Company, (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (f) any loss or damage (whether or not insured) to the property of the Company which has been sustained or will have been sustained which has a Material Adverse Effect.

 

(m)       The Company shall have furnished to the Underwriter such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus and the Disclosure Package, the representations, warranties and statements of the Company contained herein , and the performance by the Company its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time or any Option Closing Time, as the Underwriter may reasonably request.

 

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7.       Termination:

 

The obligations of the Underwriter hereunder shall be subject to termination in the absolute discretion of the Underwriter, at any time prior to the Closing Time or any Option Closing Time, (i) if any of the conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has been since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, any Material Adverse Change, or any development involving a prospective Material Adverse Change, or material change in management of the Company, whether or not arising in the ordinary course of business, or (iii) if there has occurred any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or other conditions, the effect of which on the United States or international financial markets is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares or enforce contracts for the sale of the Shares, or (iv) if trading in any securities of the Company has been suspended by the Commission or by the New York Stock Exchange, or if trading generally on the New York Stock Exchange or in the Nasdaq over-the-counter market has been suspended (including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or the NASD or the over-the-counter market or by order of the Commission or any other governmental authority, or (v) if there has been any downgrade in the rating of any of the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or (vi) any federal, state, local or foreign statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Underwriter, materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state, local or foreign government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Underwriter, could reasonably be expected to have a material adverse effect on the securities markets in the United States.

 

If the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company shall be notified promptly by written notice.

 

If the sale to the Underwriter of the Shares, as contemplated by this Agreement, is not carried out by the Underwriter for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply in all material respects with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5 and 9 hereof) and the Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 8 hereof) or to one another hereunder.

 

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8.       Indemnity and Contribution by the Company and the Underwriter:

 

(a)       The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any the Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 8 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (E) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (F) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (G) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (C), (E) and (F) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriter to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability which the Company may otherwise have.

 

 -33- 
 

 

If any action is brought against the Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) or subsection (b) above, the Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. The Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriter or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent.

 

(b)       The Underwriter agrees to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus, or any Application, (B) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with information furnished in writing by the Underwriter to the Company expressly for use therein. The statements set forth in the paragraphs under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (to the extent such statements relate to the Underwriter) constitute the only information furnished by or on behalf of the Underwriter to the Company for purposes of Sections 3(l), 3(m) and 3(o) and this Section 9.

 

 -34- 
 

 

If any action is brought against the Company, or any such person in respect of which indemnity may be sought against the Underwriter pursuant to the foregoing paragraph, the Company, or such person shall promptly notify the Underwriter in writing of the institution of such action and the Underwriter shall assume the defense of such action, including the employment of counsel and payment of expenses. The Company, or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company, or such person unless the employment of such counsel shall have been authorized in writing by the Underwriter in connection with the defense of such action or the Underwriter shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriter in any of which events such fees and expenses shall be borne by the Underwriter and paid as incurred (it being understood, however, that the Underwriter shall not be liable for the expenses of more than one separate firm of attorneys in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action).

 

(c)       If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 8 in respect of any losses, expenses, liabilities, damages or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, damages or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company,] and the Underwriter from the offering of the Shares or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and of the Underwriter in connection with the statements or omissions which resulted in such losses, expenses, liabilities, damages or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriter shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Underwriter. The relative fault of the Company and of the Underwriter shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action.

 

 -35- 
 

 

(d)       The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriter were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d)(i) and, if applicable (ii), above. Notwithstanding the provisions of this Section 8, the Underwriter shall not be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriter’s obligations to contribute pursuant to this Section 8 are several in proportion to their respective underwriting commitments and not joint.

 

9.       Survival:

 

The indemnity and contribution agreements contained in Section 9 and the covenants, warranties and representations of the Company contained in Sections 3, 4 and 5 of this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Underwriter, or any person who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of the Underwriter or by or on behalf of the Company, its directors and officers, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the sale and delivery of the Shares. The Company, and the Underwriter agree promptly to notify the others of the commencement of any litigation or proceeding against it and, in the case of the Company, against any of the Company’s officers and directors, in connection with the sale and delivery of the Shares, or in connection with the Registration Statement or Prospectus.

 

 -36- 
 

 

10.       Duties:

 

Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriter undertakes to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriter with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriter shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriter, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company and its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company on other matters); and (iv) the Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriter have no obligation to disclose any of such interests. The Company acknowledges that the Underwriter disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriter’s performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases to the fullest extent permitted by law, any claims that the Company may have against the several Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

 

11.       Notices:

 

Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram and, if to the Underwriter, shall be sufficient in all respects if delivered to B. Riley FBR, Inc., 1001 19th Street North, Arlington, Virginia 22209, Attention: Syndicate Department, with a copy, which shall not constitute notice to LeClairRyan PLLC, 919 East Main Street, Twenty-Fourth Floor, Richmond, Virginia 23219, Attention: Christopher J. Lange; if to the Company, shall be sufficient in all respects if delivered to the Company at the offices of the Company at: [                ]

 

12.       Governing Law; Headings:

 

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

 

13.       Parties at Interest:

 

The Agreement herein set forth has been and is made solely for the benefit of the Underwriter, the Company, and the controlling persons, directors and officers referred to in Sections 9 and 10 hereof, and their respective successors, assigns, executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriter) shall acquire or have any right under or by virtue of this Agreement.

 

14.       Counterparts and Facsimile Signatures:

 

This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes.

 

[Signature Pages Follow]

 

 -37- 
 

 

If the foregoing correctly sets forth the understanding among the Company, and the Underwriter, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Selling Stockholders and the Underwriter.

 

  Very truly yours,
     
  URANIUM TRADING CORPORATION
     
  By:                     
  Name:  
  Title:  

 

Accepted and agreed to as

of the date first above written:

 

B. RILEY FBR, INC.  
     
By:    
Name:    
Title:    

 

 -38- 
 

 

Schedule I

 

Issuer Free Writing Prospectuses

 

 A-1 
 

 

Schedule II

 

Written Test-the-Waters Communications

 

 A-2 
 

EX-23.1 3 ex23-1.htm

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Registration Statement on Form S-1 of Uranium Trading Corporation of our report dated August 20, 2018, relating to our audit of the financial statements of Uranium Trading Corporation for the period from inception (June 4, 2018) to June 30, 2018, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our firm under the caption “Experts” in such Prospectus.

 

/s/ Accell Audit & Compliance, P.A.

November 7 , 2018

 

   
 

 

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