S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on October 19, 2022 | Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

SIGMA ADDITIVE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada |  | 27-1865814
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3900 Paseo del Sol

Santa Fe, NM 87507

(505) 438-2576

(Address of Principal Executive Offices) (Zip Code)

Sigma Additive Solutions, Inc. 2013 Equity Incentive Plan, as Amended

(Full title of the plan)

Jacob Brunsberg, President and Chief Executive Officer

Sigma Additive Solutions, Inc.

3900 Paseo del Sol

Santa Fe, NM 87507

(Name and address of agent for service)

(505) 438-2576

(Telephone number, including area code, of agent for service)

Copy to:

Darren Freedman

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, California 90067

(310) 553-4441

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer |  | ☐ Accelerated filer |  | ☒ Non-accelerated filer |  | ☒ Smaller reporting company
|  |  |  |  |  | Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), to register 500,000 shares of common stock of the Company in addition to those previously registered on the Company’s Registration Statements on Form S-8 (File Nos. 333-197616, 333-212612, 333-222369, 333-228628, 333-233348, 333-250181 and 333-258683) filed with the Securities and Exchange Commission on July 24, 2014, July 21, 2016, December 29, 2017, November 30, 2018, August 16, 2019, November 18, 2020, and August 10, 2021, respectively, for issuance pursuant to the Company’s 2013 Equity Incentive Plan, as amended. Pursuant to General Instruction E to Form S-8, the contents of such previously filed Registration Statements are incorporated herein by reference, except that the provisions contained in Part II of such earlier Registration Statements are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

We hereby incorporate by reference the following documents previously filed with the SEC:

| ● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 24, 2022;
| ● | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 filed with the SEC on April 26, 2022 and August 5, 2022, respectively;
| ● | Our Current Reports on Form 8-K filed with the SEC on January 28, 2022, February 10, 2022, February 17, 2022, April 4, 2022, May 17, 2022, July 8, 2022, August 12, 2022 and September 22, 2022, respectively;
| ● | Our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 6, 2022; and
| ● | The description of our Common Stock contained in our Registration Statement on Form 8-A (File No. 001-38015) filed with the SEC on February 14, 2017, including any amendment or reports filed for the purpose of updating such description.

All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Under no circumstances shall any information furnished prior to or subsequent to the date hereof under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 8. Exhibits

The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:

Exhibit No. |  | Exhibit Description
4.1 |  | Amended and Restated Articles of Incorporation of the Company, as amended (previously filed by the Company as Exhibit 3.1 to the Company’s Form 10-K filed on March 24, 2022 and incorporated herein by reference).
4.2 |  | Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (previously filed by the Company as Exhibit 3.1 to the Company’s Form 8-K filed on August 12, 2022 and incorporated herein by reference).
4.3 |  | Amended and Restated Bylaws of the Company, as amended (previously filed as Exhibit 3.12 to the Company’s Form 10-K filed on March 24, 2021 and incorporated herein by reference).
4.4 |  | Specimen Common Stock Certificate (included with this registration statement).
5.1 |  | Opinion of TroyGould PC with respect to the securities being registered.*
23.1 |  | Consent of Haynie & Company.*
23.2 |  | Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).*
24.1 |  | Power of Attorney (contained on the signature page of this Registration Statement).*
99.1 |  | Sigma Additive Solutions, Inc. 2013 Equity Incentive Plan, as Amended.*
99.2 |  | Form of Nonqualified Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 10.4 to the Company’s Form 10-K filed on April 1, 2019 and incorporated herein by reference).
99.3 |  | Form of Incentive Stock Option Agreement for the Plan (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement filed on July 24, 2014 and incorporated herein by reference).
99.4 |  | Form of Restricted Stock Agreement for the Plan (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K filed on April 1, 2019 and incorporated herein by reference).
107 |  | Calculation of Filing Fee Table.*
*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe, State of New Mexico, on October 19, 2022.

| SIGMA ADDITIVE SOLUTIONS, INC.
| By: | /s/ Jacob Brunsberg
|  | Jacob Brunsberg
|  | President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jacob Brunsberg as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on October 19, 2022.

Signature |  | Title
/s/ Jacob brunsberg |  | President, Chief Executive Officer (principal executive officer) and Director
Jacob Brunsberg |  |
/s/ MARK RUPORT |  | Chairman of the Board
Mark Ruport |  |
/s/ FRANK Orzechowski |  | Chief Financial Officer, Treasurer and Secretary (principal financial and accounting officer)
Frank Orzechowski |  |
/s/ SALVATORE BATTINELLI |  | Director
Salvatore Battinelli |  |
/s/ DENNIS DUITCH |  | Director
Dennis Duitch |  |
/s/ KENT SUMMERS |  | Director
Kent Summers |  |