Datasets:

gtfintechlab
/

ipo-text

+ PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations", and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision. Unless the context otherwise requires, any reference to "Avalon GloboCare," "Avalon," "the company," "we," "us," or "our" refers to Avalon GloboCare Corp., a Delaware corporation, and its subsidiaries. Overview We are dedicated to integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through two major platforms, namely "Avalon Cell" and "Avalon Rehab", our "Technology + Service" ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, as well as rehabilitation medicine. We plan to integrate these services through joint ventures and accretive acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab, and long term, through biomedical innovation development as part of Avalon Cell, such as our recent joint venture for the advancement of exosome isolation systems and related products. In addition, we are engaged in the development of exosome technology to improve the diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles 30-150 nm in diameter that are released by almost all cell types and can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Our isolation system is designed to be used by researchers for biomarker discovery and clinical diagnostic development, and advancement of targeted therapies. Currently, isolation systems and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. We are seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive "liquid biopsies". Our mission is focused on diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and the discovery of disease-specific exosomes to provide the disease origin insight necessary to enable personalized clinical management. There is no guarantee that we will be able to successfully achieve our stated mission. We currently generate revenue by selling exosome isolation systems in China and the United States through our joint venture GenExosome Technologies, Inc. In addition, we provide medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through our wholly-owned subsidiary Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. We also own and operate commercial real estate in New Jersey, where we are headquartered. Sales and Marketing We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management will be seeking opportunities for joint ventures, strategic relationships and acquisitions in consulting, biomedical innovations, telemedicine, and rehabilitation centers. Services We currently generate revenue from related party strategic relationships through Avalon Shanghai that provide consultative services in advanced areas of immunotherapy and second opinion/referral services. In addition, our services are targeted at serving our clients and using our insights and deep expertise to produce tangible and significant results. Our services include research studies, executive education, daily online executive briefings, tailored expert advisory services, and consulting and management services. We typically charge an annual fee. Through our services, we attempt to have our clients focus on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support. We tailor these solutions to the client s specific strategic challenges, operational issues, and management concerns. We plan to expand our business services throughout the United States via our two major "Technology + Service" platforms: "Avalon Cell" and "Avalon Rehab". Strategic Partnerships We are actively seeking potential strategic partnerships in our area of focus. In addition, we are actively seeking target acquisitions that add accretive value to our strategic plan. There is no guarantee that we will be able to successfully sign a definitive agreement, close or implement such business arrangement. Through our recent joint venture in the area of exosome technology, we are actively developing strategic relationships for the distribution and sale of our exosome isolation system and for the commercialization of exosome related products and diagnostic services. Markets We will focus on the following markets in developing our core business: Platform "Avalon Cell" Regarded as the future of medicine, we believe cell-based therapeutics will replace pharmaceuticals as a more effective and functional modality in disease treatment. We are actively engaging in this revolutionary trend and positioning to take a leading role in cell-based technology and therapeutics. The business model for our "Avalon Cell" platform is based on stringent criteria in the selection and evaluation of candidate projects at different stages of their developmental cycle. We particularly focus on projects that have strong intellectual property and distinctive innovation, as well as being translational, application-driven, and commercialization-ready. Our technology-based platform, "Avalon Cell", comprises four programs: Exosome technology, small extracellular vesicles that have great potential to be used as a vehicle for drug delivery in the treatment of various diseases and biomarkers for early stage diagnosis. We have commenced developing collaborative sites at Weill Cornell Medical College, MD Anderson Cancer Center and Mayo Clinic in the United States, as well as Lu Daopei Hospital of Daopei Medical Group and Da An Gene Co, Ltd., in China, focusing on exosome-based diagnostics, therapeutics, bio-banking, as well as "Exosomics Big Data", in the unmet areas of oral cancer, ovary cancer and liver fibrosis; Endothelial cells, namely therapeutics involving the cells that line blood vessels and regulate exchanges between the bloodstream and surrounding tissue. These programs will occur with our collaborative sites at Weill Cornell Medical College Department of Pathology and Ansary Stem Cell Institute, focusing on standardization of endothelial cell banking and therapeutics; Regenerative medicine; and Cell-based immunotherapy (including cells such as NK, DC-CIK, CAR-T). Platform "Avalon Rehab" A growing trend in China is in the sector of rehabilitation medicine. With our strong capabilities in integrating global technology and resources in physical medicine and rehabilitation, we will work towards positioning ourselves to take a leading role in this area through our "Avalon Rehab" platform. Our goal with this platform is to provide a turnkey, full suite of rehab services including physical therapy, occupational therapy, robotic engineering, cybernetics, and clinical nutrition. We will also engage in strategic partnerships with our institutional clients, building the leading and most authoritative network of integrated physical medicine and rehabilitation, particularly for cancer rehab patients. We expect our initial flagship clinical bases for Avalon Rehab to include: Hebei Yanda Lu Daopei Hospital, Beijing Lu Daopei Hospital, and Beijing Daopei Hematology Hospital, with participating strategic partners MD Anderson Cancer Center and Kessler Rehabilitation Institute. The focus will be on accretive acquisitions and joint venture strategic partnerships that are in revenue generating, cash flow positive positions to support biomedical innovation development while providing immediate shareholder value. Revenue GenExosome Technologies, Inc. Through our majority-owned subsidiary, GenExosome Technologies, Inc., or GenExosome, we market and sell our proprietary exosome isolation systems. Exosomes are small extracellular vesicles that we believe may be used as a vehicle for drug delivery in the treatment of various diseases, and biomarkers for early stage diagnosis and as enhancements to certain cosmetic treatments and procedures. We currently produce our isolation systems in China and the U.S., and sell these systems primarily to research laboratories and universities. Further, we generate revenue by performing development services for hospitals and sales of related products developed to hospitals through GenExosome and Beijing Jieteng (GenExosome) Biotech Co., Ltd., or Beijing GenExosome, GenExosome s wholly-owned subsidiary. Avalon RT 9 Properties, LLC In May 2017, we acquired commercial property located in Freehold, New Jersey. This property is now our corporate headquarters and contains several commercial tenants that allows us to generate revenue through rental income. The revenue generated from the commercial tenants in our Freehold, New Jersey headquarters is facilitated through a management agreement with a company, which is controlled by Wenzhao Lu, our major shareholder and Chairman of the Board of Directors, based in the United States. Avalon Shanghai We currently generate revenue by providing medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. Our medical related consulting services include research studies, executive education, daily online executive briefings, tailored expert advisory services, and consulting and management services. We typically charge an annual fee. Through our services we attempt to have our clients focus on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support. The revenue generated from our related parties in China is managed by our employees residing in China and contactors who are retained as needed. Our contracts with the Ludaopei Hematology Research Institute Co., Ltd, a subsidiary of the Daopei Hospital Group (a related party of ours), expired as of March 31, 2018. On April 1, 2018, Avalon Shanghai entered into an advisory service contract with Beijing Ludaopei Blood Disease Research Institute Co., Ltd., a subsidiary of the Daopei Hospital Group (a related party of ours). Under the terms of the contract, we will receive advisory service fees in the aggregate amount of $300,000, of which $150,000 was invoiced on June 30, 2018 and the remaining $150,000 will be invoiced on or before September 30, 2018. The contract expires on December 31, 2018. Consulting services to be provided by Avalon Shanghai under the contract include: providing scientific research consulting services; integrating experts, medical institutions and other resources in the United States in support of scientific research; providing technical education and training; and assisting in publication of academic papers. Strategic Development We intend to focus on three components. The initial component will be focused on acquiring and/or managing fixed assets including healthcare real estate as well as stem cell banks. In addition, we intend to pursue the acquisition and development of healthcare related technologies for cell related diagnostics and therapeutics through acquisition, licensing or joint ventures with major universities and biotech companies. We will also consider a third avenue of investing in certain technologies for cell related diagnostics and therapeutics. Recent Developments Private Placement From April 2018 through May 2018, we entered into subscription agreements with four accredited investors pursuant to which these investors purchased an aggregate of 3,107,000 shares of the Company s common stock for a purchase price of $5,437,250. The closing occurred with respect to $3,500,000 on April 20, 2018, with respect to $157,500 on April 26, 2018, with respect to $997,500 on May 5, 2018 and with respect to $782,250 on May 24, 2018. In connection with this private placement, we are required to pay Boustead Securities, LLC, acting as placement agent, a cash fee of equal to 7% of the gross proceeds received by us from such closing and issue to the placement agent warrants to purchase common stock exercisable for a period of five years equal to 7% of the gross proceeds received by us from such closing, divisible by and exercisable at a strike price equal to 100% of the fair market value of our common stock as of the date of the closing. The warrants are not exercisable for more than five years from the effectiveness of the offering. Furthermore, the warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities for a period of 180 days after the date of effectiveness or commencement of sales of the public offering, except as provided for in FINRA Rule 5110(g)(2). This restriction is imposed pursuant to the requirements of FINRA Rule 5110(g)(1). The warrant holder has a piggyback registration right on the warrant shares or the Company has obligation to include the resale of the warrant shares in its next registration statement other than those on Form S-8 or Form S-4; provided, the piggyback registration rights shall not last for more than seven years from the effective date of this registration statement pursuant to FINRA Rule 5110(f)(2)(G)(v). DOING Biomedical Technology Co., Ltd. Investment On April 23, 2018, we, Avalon Shanghai, Beijing DOING Biomedical Technology Co., Ltd., or DOING, and the accredited investor party to a subscription agreement with us executed on March 3, 2017 for a purchase price of $3,000,000, or the DOING Investment, entered into a Supplementary Agreement Related to Share Subscription pursuant to which Avalon Shanghai agreed to pay approximately USD $1,305,000 to DOING representing one-third of the DOING Investment plus 20% interest resulting in a reduction in the shares from the March 2017 transaction by one-third to 2,000,000 shares. Further, the parties agreed that certain repayment obligations owed to DOING shall be extended to July 31, 2018 at which time DOING may require that we pay $2,000,000 plus 20% interest to DOING resulting in the cancellation of the remaining shares from the March 2017 transaction. However, DOING may, in its discretion, require that the remaining shares from the March 2017 transaction be transferred to a new nominal holder who shall pay the required subscription price, which funds will, in turn, be used to satisfy the such repayment obligations. We have reached a verbal agreement with DOING to transfer the shares to a third party, who will pay the subscription price, thereby satisfying the repayment obligation in full. The definitive agreements for this transaction are expected to be executed by August 13, 2018. For a further description of the March 2017 transaction, see "Certain Relationships and Related-Party Transactions - Warranty Agreement." Joint Venture - Airuikang Biological Technology Co., Ltd. On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd., or Unicorn, pursuant to which the parties agreed to establish a company named Airuikang Biological Technology Co., Ltd., or ABT, which will be owned 60% by Unicorn and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into ABT in an amount not less than RMB 8,000,000 Yuan and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by the ABT, and Avalon Shanghai shall invest cash into ABT in an amount not less than 10,000,000 Yuan. The board of directors of ABT shall consist of five members with Unicorn appointing three members and Avalon Shanghai appointing two members. ABT will be focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. Avactis Biosciences On July 18, 2018, we formed a wholly owned subsidiary, Avactis Biosciences, Inc., which will be focused on accelerating commercial activities related to Chimeric Antigen Receptor (CAR)-T technologies. The new subsidiary is designed to integrate and optimize our global scientific and clinical resources to further advance the use of CAR-T to treat certain cancers. Letter of Intent with Arbele Limited, a Hong Kong Company On July 30, 2018 we signed a Letter of Intent with Arbele Limited, a Hong Kong Company, or Arbele, for a proposed strategic partnership agreement. The purpose of the proposed transaction is to form a joint venture company, AVAR (China) Biotherapeutics, to develop, manufacture, and commercializing CAR-T immunotherapy for treating cancer patients in China, utilizing intellectual property from Arbele and the clinical platform of the LuDaopei Medical Group in China. The intention of the parties is to enter into definitive agreements by December 31, 2018. We paid a $100,000 fee to Arbele for a 5-month exclusive right to complete the definitive agreements for the transaction. Strategic Partnership with Weill Cornell Medical College On August 6, 2018, we entered into a strategic partnership agreement with Weill Cornell s cGMP Cellular Therapy Facility and Laboratory for Advanced Cellular Engineering headed by Dr. Yen-Michael Hsu. This strategic partnership aims to co-develop bio-production and standardization procedures in procurement, storage, processing, clinical study protocols, and bio-banking for Chimeric Antigen Receptor (CAR)-T therapy, in accordance with the Foundation of Accreditation for Cellular Therapy (FACT) and American Association of Blood Banks (AABB) standards. This partnership also includes a CAR-T education program to support and foster collaborative research and training programs for scientists and clinicians between Weill Cornell and Hebei Yanda LuDaopei Hospital, which is our main affiliated clinical facility as well as the world s single largest medical institution in CAR-T therapy. Changes to Board of Directors On June 4, 2018, Tevi Troy was appointed to the Board of Directors. Dr. Troy will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2018, we granted Dr. Troy options to acquire 20,000 shares of common stock at an exercise price of $2.30 for a term of five years with 10,000 options vesting immediately and the balance vesting October 1, 2018. In addition, Dr. Troy will receive $5,000 per quarter for serving as chairman of the nominating and corporate governance committee commencing upon formation. On July 5, 2018, William B. Stilley, III was appointed to the Board of Directors. Mr. Stilley will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2018, we granted Mr. Stilley options to acquire 20,000 shares of common stock at an exercise price of $2.30 for a term of five years with 10,000 options vesting immediately and the balance vesting October 1, 2018. In addition, Mr. Stilley will receive $7,500 per quarter for serving as chairman of the audit committee commencing upon formation. On July 9, 2018, Meng Li resigned as a director of the Company. Ms. Li will continue to serve as our Chief Operating Officer and Secretary and will also serve as an observer to the Board of Directors without voting capacity. On July 30, 2018, Steven A. Sanders was appointed to the Board of Directors. Mr. Sanders will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2018, we granted Mr. Sanders options to acquire 20,000 shares of common stock at an exercise price of $2.80 for a term of five years with 10,000 options vesting immediately and the balance vesting October 1, 2018. In addition, Mr. Sanders will receive $5,000 per quarter for serving as a member of our audit committee and nominating and corporate governance committee, respectively, commencing upon formation. On July 30, 2018, Steven P. Sukel resigned as a director of the Company. Risk Factors An investment in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described in "Risk Factors" beginning on page 14, together with all of the other information contained in this prospectus, including our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, before investing in our common stock. These risks could materially affect our business, financial condition and results of operations and cause the trading price of our common stock to decline. You could lose part or all of your investment. You should bear in mind, in reviewing this prospectus, that past experience is no indication of future performance. You should read "Cautionary Note Regarding Forward-Looking Statements" for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus. Emerging Growth Company Status We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management s discussion and analysis of financial condition and results of operations in this prospectus, (2) 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, (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our shares of common stock less attractive. 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 of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) 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 shares of 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 we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. Corporate Information We were incorporated under the laws of the State of Delaware on July 28, 2014 under the name Global Technologies Corp. On October 18, 2016, we changed our name to Avalon GloboCare Corp. and completed a reverse split of our shares of common stock at a ratio of 1:4. We own 100% of the capital stock of Avalon Healthcare Systems, Inc., a Delaware company, or AHS, which we acquired on October 19, 2016. AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. In addition, we own through AHS 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai, which is a wholly foreign-owned enterprise, or WOFE, organized under the laws of the People s Republic of China, or PRC or China. Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. On February 7, 2017, we formed Avalon RT 9 Properties, LLC, a New Jersey limited liability company, and on January 23, 2017, we incorporated Avalon (BVI) Ltd, a British Virgin Islands company (dormant, to be dissolved in 2018). In July 2017, we formed GenExosome Technologies Inc., a Nevada corporation, or GenExosome. On October 25, 2017, we and GenExosome entered into a Securities Purchase Agreement pursuant to which we acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of our common stock. On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which we acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies in consideration of $876,087 in cash, 500,000 shares of our common stock and 400 shares of common stock of GenExosome. As a result of the above transactions, we hold 60% of GenExosome and Dr. Zhou holds 40% of GenExosome. On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the People s Republic of China, Beijing GenExosome, and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000. The following diagram illustrates our corporate structure as of the date of this prospectus: The above diagram does not include our wholly-owned subsidiary, Avactis Biosciences, Inc., which was formed on July 18, 2018 and has no current operations. Our principal executive offices are located at 4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728. Our telephone number is (646) 762-4517. Our website address is www.avalon-globocare.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. The Offering Common stock offered by us $5,000,000 of shares of common stock. Best efforts The underwriter is selling our shares of common stock on a "best efforts" basis. Accordingly, the underwriter has no obligation or commitment to purchase any securities. The underwriter is not required to sell any specific number or dollar amount of common stock but will use its best efforts to sell the shares of common stock offered. Common stock to be outstanding immediately after this offering shares of common stock. Use of proceeds We intend to use the net proceeds from this offering for the implementation of our business plan including mergers and acquisitions, debt repayment, laboratory and clinical trials, general and administrative expenses and working capital. See "Use of Proceeds." Trading Market Our common stock currently is quoted on the OTCQB Marketplace under the symbol "AVCO." We have applied to list our common stock on the Nasdaq Capital Market and intend to apply to list our common stock on the NYSE American LLC. However, we do not expect our common stock to be listed on the Nasdaq Capital Market or the NYSE American LLC upon completion of this offering. Risk factors You should read the "Risk Factors" section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock. The number of shares of our common stock that will be outstanding immediately after this offering is based on 69,758,622 shares of common stock outstanding as of March 31, 2018. This calculation excludes 2,410,000 shares of common stock issuable upon exercise of stock options outstanding as of March 31, 2018. On February 26, 2018, we received written consent in lieu of a meeting of stockholders from holders of shares of our common stock representing approximately 72.6% of the total issued and outstanding shares of our common stock and a unanimous written consent of our board to approve a resolution granting our board discretionary authority, for a period of 12 months, to effect a reverse stock split of our common stock at a ratio between 1-for-2 to 1-for-10, such ratio to be determined by our board. A reverse stock split has not been effected and the board may choose not to do so at its discretion. All share numbers and prices per share reflected in this prospectus do not reflect any proposed reverse stock split. Summary Consolidated Financial Data The following tables summarize our historical consolidated financial data. We have derived the historical consolidated statements of operations data for the years ended December 31, 2017 and 2016, from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the historical consolidated statements of operations data for the three months ended March 31, 2018 and 2017, and the historical consolidated balance sheet data as of March 31, 2018 from our unaudited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year. Consolidated Statements of Operations Data: For the Three Months For the Three Months For the Year For the Year Ended Ended Ended Ended March 31, 2018 March 31, 2017 December 31, 2017 December 31, 2016 Revenue Real property rental $296,623 $- $828,663 $- Medical related consulting services - related parties - 66,286 222,611 616,446 Development services and sales of developed products 11,290 - 26,276 - Total revenues 307,913 66,286 1,077,550 616,446 Costs and expenses Real property operating expenses 210,274 - 542,371 - Medical related consulting services - related parties - 99,581 272,400 73,066 Development services and sales of developed products 16,520 - 15,016 - Total costs and expenses 226,794 99,581 829,787 73,066 Real property operating income 86,349 - 286,292 - Gross (loss) profit from medical related consulting services - (33,295) (49,789) 543,380 Gross (loss) profit from development services and sales of developed products (5,230) - 11,260 - Compensation and related benefits 538,814 182,927 1,291,183 10,088 Professional fees 571,772 207,218 1,033,308 395,780 Impairment loss - - 1,321,338 - Total other operating expenses 1,395,838 459,588 4,125,626 466,447 Total other (expense) income, net (236,250) (56,450) (171,782) 575 Income taxes - - - 21,927 Net (loss) income $(1,550,969) $(549,333) $(4,049,645) $55,581 Net (loss) income attributable to Avalon GloboCare Corp. common shareholders (1,481,579) (549,333) (3,464,285) 55,581 Net (loss) income per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $(0.02) $(0.01) $(0.05) $0.00 Weighted average common shares outstanding - basic and diluted 69,781,733 62,595,289 65,033,472 51,139,475 Consolidated Balance Sheet Data: As of March 31, 2018 Actual Pro Forma Cash $2,125,656 $6,325,656 Total current assets 2,283,206 6,483,206 Working capital (deficit) (3,484,882) 715,118 Total non-current assets 9,299,448 9,299,448 Total assets 11,582,654 15,782,654 Total current liabilities 5,768,088 5,768,088 Total liabilities 5,768,088 5,768,088 Total Avalon GloboCare Corp. stockholders' equity 6,469,190 10,669,190 Non-controlling interest (654,624) (654,624) Total equity 5,814,566 10,014,566 Total liabilities and equity $11,582,654 $15,782,654 The Pro Forma column in the consolidated balance sheet data table above reflects the receipt of approximately $4,200,000 in net proceeds from our sale of 2,222,222 shares of common stock in this offering at an assumed public offering price of $2.25 per share, after deducting estimated underwriting commissions (5.0%) and estimated offering expenses payable by us.

parsed_sections/prospectus_summary/2018/CIK0001494162_kinerjapay_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including "Risk Factors", "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this Prospectus, the terms "KinerjaPay" "Company," "Registrant," "we," "us" and "our" refer to KinerjaPay Corp., a Delaware corporation. Business Plan The Company was incorporated in Delaware on February 12, 2010 under the name Solarflex Corp. for the purpose of developing, manufacturing and selling a solar photovoltaic element, a device that converts light into electrical flow (also known as a photovoltaic cell) based on certain proprietary technology to improve solar energy conversion and provide energy at a lower cost. We did not generate any revenues from the sale of any solar photovoltaic element, nor did we successfully manufacturer or construct a working prototype, either on our own or through third-party manufacturers. We determined during the 4th quarter of 2015 to evaluate potential business opportunities. On December 1, 2015, the Company entered into a license agreement (the "License Agreement") with PT Kinerja Indonesia, an entity organized under the laws of Indonesia and controlled by Mr. Ng ("PT Kinerja"), for an exclusive, world-wide license to use and commercially exploit certain technology and intellectual property (the "KinerjaPay IP") and its website, KinerjaPay.com. Pursuant to the License Agreement, the Company was granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce portal. On September 4, 2018, the Company completed to acquisition of PT. Kinerja Indonesia as a result of which the Company will be able to consolidate all revenues. At the same time, the Company s service agreement with PT. Kinerja Indonesia will end and the 1,333,333 restricted common shares of the Company held by PT. Kinerja Indonesia will be canceled. Our principal products and services are (i) our electronic payment service (the "EPS"); and (ii) our virtual marketplace (the "Marketplace") both of which are available on our portal under the domain name KinerjaPay.com (the "Portal"). Our Android-based mobile app not only serves as an extension of desktop or laptop access to our website but has additional in-app services that cater to mobile users, such as social engagement and digital entertainment (the "Mobile App"). We believe that in combining our EPS function ("PAY") with the ability to buy and sell products via our virtual marketplace ("Buy") enhanced by a gamification component ("Play") our customers and merchants increase their loyalty to our services. Indonesia, the world s fourth most-populous country, having a population estimated to be 255 million people, is becoming an economic power in the Southeast Asia region. Over 50% of its population is below the age of 30 and we believe that the young Indonesian population is highly adaptive to new technology. The rise of Smartphones and tablets that sell for less than US$100 is rapidly broadening internet access and pushing the Indonesian e-commerce market toward a critical point in terms of scale and profitability, in spite of significant challenges due to poor infrastructure and payment systems. The number of internet users is excepted to increase up to 125 million by 2018 and Smartphone ownership is to rise from 20 per cent to 52 per cent in the same period, the highest percentage compared to other Southeast Asian countries, according to Redwing, an advisory group. Notwithstanding our belief that our Portal represents a significant advance as compared to other Indonesian portals, there are a number of potential difficulties that we might face, including the following: Competitors may develop alternatives that render our Portal services redundant or unnecessary; We may not obtain and maintain sufficient protection of our intellectual property; Our proprietary technology may be shown to have characteristics that may render it insufficient for our business; Our Portal may not become widely accepted by consumers and merchants; and Strict, new government regulations and inappropriate e-commerce policies, especially in an emerging economy such as Indonesia, may hinder the growth of the e-commerce market; and We may not be able to raise sufficient additional funds to fully implement our business plan and grow our business. During the nine months ended September 30, 2018 and the year ended 2017, we raised $4,062,000 from the private sale of equity and debt securities and we may be expected to require up to an additional $7.5 million in capital during the next 12 months to fully implement our business plan and fund our operations. Summary

parsed_sections/prospectus_summary/2018/CIK0001537663_health_prospectus_summary.txt ADDED Viewed

The diff for this file is too large to render. See raw diff

parsed_sections/prospectus_summary/2018/CIK0001543739_apt_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire offering carefully, especially the sections entitled Risk Factors beginning on page 8 and Management s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 22, as well our financial statements and related notes included elsewhere in this prospectus. As used in this prospectus, references to the Company, APT , we , our, ours and us refer to APT Systems, Inc., and its subsidiaries, unless otherwise indicated. Company Overview APT Systems, Inc. was incorporated in the State of Delaware on October 29, 2010. APT is a Fintech company that specializes in the creation of innovative platforms. We are focusing on the mobile device market where we intend to develop trading systems and publish custom technical analysis indicators for in-house use and licensing to third parties. In order to advance itself, APT Systems recently published KenCharts for the handheld market to test its mobile development choices and business plan. We are focusing our early attention on the charting software we own and rewriting the code to provide a native chart app for both iOS and Android platforms. This charting tool and the charts that it produces can be configured to the user s preferred view such as a line chart or candlestick, and the user is able to adjust the chart indicators and intervals as desired. We plan to utilize delayed time feed initially and later, real time data networks for our subscription revenue model. Along with great graphic techniques, we will provide solutions that can speak to the mobile needs demanded by the next generation of equity and commodity traders. However, these tools can be invigorated with leading edge gaming graphics and networking technology to become fully interactive trading-assistance software. We work to identify prospective acquisition opportunities with existing cash flow and then continue with due diligence efforts that will and do include testing software performance. We expected negotiations to result in purchases in the first and second quarters. The Company has not as yet generated significant sales revenues as its key products are still under development but our first charting app was released in this fourth quarter. Start-up operations to date have consisted of the formation of the Company, development of its business plan, identification of its target market, naming its trading software Intuitrader, incorporating subsidiaries and expanded research towards the development of its platform software. However, the company was able to engage in selling advertising in apps, eBook sales, and testing its trading strategies in a limited fashion that all contributed minimal revenues. In our last third quarter, the company launched a wholly owned Delaware subsidiary named Snapt Games, Inc. on August 4, 2017. Management admires graphic techniques used in the gaming industry and wants to selectively introduce these to its charting tools and trading platforms. The company acquired its first game app for $3,500, rebranded it Chick Chick Boom and then in September released the app worldwide in both Apple and Android app stores. In November, the company formally launched its second swipe three game called Hogg Wild. The next game to be launched is Candy Chefs and will be out before this summer. On September 1, 2017, the Company formed and incorporated a second wholly owned subsidiary named RCPS Management, Inc. in Colorado. This company will concentrate on the development of payment and escrow systems under the brand Verifundr. The technical documentation is completed and the company is ready to begin building this platform that will employ Blockchain to build its escrow contracts. The Company became a member of the Enterprise Ethereum Alliance last November. As a Fintech company developing its platforms, APT services and products can later extend to include: Financial Software and Analytical Software Development Algorithmic Applied Technology Trading Platforms and Exchanges, Linked to User Brokerage Accounts Explore Smart Contracts using our Enterprise Ethereum Alliance membership Use Blockchain to develop platforms for cryptoassets based on ERC-20 protocols The steps remaining for us to begin selling our products listed above are to finalize the programming and rewriting of the existing software used in our products, specifically our dimensional charting tools and trading platform, begin sales and marketing campaigns, contact prospective licensees, and deliver our products, which we expect to complete in less than 90 days after our initial contact with prospective licensees. Our app would be available to users on a subscription fee plan and we plan to grant licenses for our app to financial companies and brokerage firms for use by their employees and clients. The goal is to have our product used by both handheld (tablet and Smartphone application users) and web based clients. The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities under this prospectus until the registration statement of which it is a part and 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 state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JUNE 8, 2018 APT SYSTEMS, INC. 65,000,000 Shares of Common Stock Offered by Selling Stockholder This prospectus relates to the resale from time to time by the selling shareholder identified herein of up to an aggregate of 65,000,000 shares of common stock consisting of: a)5,000,000 shares of common stock owned by Triton Funds LP ( Triton ). These shares were previously donated to Triton as approved by our CEO, Glenda Dowie; b)Up to 60,000,000 shares of our common stock to be purchased by Triton under the Equity Purchase Agreement (the EPA ) dated April 9, 2018 between Triton and APT Systems, Inc. ( APT or the Company ). Triton is deemed an underwriter as defined in the Securities Act of 1933, as amended. The transactions by which the selling stockholders acquired their securities from us were exempt under the registration provisions of the Securities Act. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 9 of this prospectus before purchasing any of the shares offered by this prospectus. Our common stock is quoted on the OTC Pink under the symbol APTY . The last reported sale price of our common stock on the OTC Pink on June 8, 2018, was $0.0070 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission 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. The date of this prospectus is July 5, 2018 TABLE OF CONTENTS Page Prospectus Summary 6

parsed_sections/prospectus_summary/2018/CIK0001688476_nextier_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2018/CIK0001693429_canuelas_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ F-1/A 1 a2235377zf-1a.htm F-1/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO THE FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on April 25, 2018 Registration No. 333-220408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Molino Ca uelas S.A.C.I.F.I.A. (Exact name of Registrant as specified in its charter) Ca uelas Mill S.A.C.I.F.I.A (Translation of Registrant's name into English) Republic of Argentina (State or other jurisdiction of incorporation or organization) 2040 (Primary Standard Industrial Classification Code Number) Not applicable (I.R.S. Employer Identification Number) John F. Kennedy 160, B1814BKD Ca uelas, Province of Buenos Aires Republic of Argentina +54 (22) 2643-2885 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Tel: +1 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Marcelo A. Mottesi, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York 10005 (212) 530-5000 Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 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, which we refer to as the Securities Act, 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, 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 an emerging growth company pursuant to the Jumpstart Our Business Startups Act of 2012. 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 13(a) of the Exchange 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(4) Class B ordinary shares, AR$0.10 par value per share(3) US$100,000,000 US$12,450 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act. (2)Includes Class B ordinary shares which the underwriters may purchase to cover over-allotments, if any, and Class B ordinary shares which are to be offered outside the United States but which may be resold from time to time in the United States in transactions requiring registration under the Securities Act. (3)The Class B ordinary shares may initially be represented by the registrant's American Depositary Shares, or ADSs, each of which represents three Class B ordinary shares, evidenced by American Depository Receipts, or ADRs, issuable upon deposit of Class B ordinary shares registered hereby, and that will be registered under a separate registration statement on Form F-6. (4)Filing fees of US$47,490.43 were previously paid, of which amount of US$35,040.43 remain available for offset in order to cover further increases in the Proposed Maximum Aggregate Offering Price. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The distribution of this prospectus and the Global Offering and sale of the Class B ordinary shares and the ADSs in certain jurisdictions may be restricted by law. We, the selling shareholders and the international underwriters require persons into whose possession this prospectus comes to inform themselves about and to observe any such restrictions. This prospectus does not constitute an offer of, or an invitation to purchase, any of the Class B ordinary shares or ADSs in any jurisdiction in which such offer or invitation would be unlawful. This international offering is being made in the United States and elsewhere outside of Argentina solely on the basis of the information contained in this prospectus. The concurrent Argentine offering of our Class B ordinary shares is being made in Argentina by a prospectus in Spanish that has been filed with the CNV. The prospectus for the Argentine offering, although in a different format in accordance with CNV General Resolution No. 622/2013, as amended and supplemented from time to time (the "CNV Rules"), contains substantially the same information as contained in this prospectus. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED , 2018 Molino Ca uelas S.A.C.I.F.I.A. Class B Ordinary Shares (Including Class B Ordinary Shares represented by American Depositary Shares) This prospectus has been prepared on the basis that all offers of Class B ordinary shares and ADSs will be made pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC, as amended), as implemented in member states of the European Economic Area, or EEA, from the requirement to produce a prospectus for offers of the Class B ordinary shares and ADSs. Accordingly any person making or intending to make any offer within the EEA of Class B ordinary shares and ADSs which are the subject of the Global Offering contemplated in this prospectus should only do so in circumstances in which no obligation arises for the sellers of the Class B ordinary shares and ADSs or any of the international underwriters to produce a prospectus for such offer. Neither the sellers of the Class B ordinary shares and ADSs nor the international underwriters have authorized, nor do they authorize, the making of any offer of Class B ordinary shares and ADSs through any financial intermediary, other than offers made by the underwriters which constitute the Global Offering of Class B ordinary shares and ADSs contemplated in this prospectus. Table of Contents We source our agricultural products primarily from a network of more than 8,000 farmers, to whom we sell a variety of goods and services to support their production activities primarily in exchange for their agricultural products. Our sourcing activities are conducted through 61 branches, 52 one-stop supply stores and 19 conditioning and storage centers, covering a substantial portion of Argentina's productive agricultural areas, providing us access to large quantities of high quality agricultural products. For the fiscal years ended November 30, 2015, 2016 and 2017 we generated AR$22,134 million, AR$32,318 million and AR$27,784 million in total net sales, respectively. Our profit for the year for the fiscal years ended November 30, 2015, 2016 and 2017, was AR$12 million, AR$864 million and AR$(250) million, respectively. For the same periods, our Total Adjusted Segment EBITDA was AR$1,093 million, AR$2,277 million and AR$2,429 million, respectively. For the three-month periods ended February 28, 2017 and 2018, we generated AR$4,168 million and AR$7,527 million, in total net sales, respectively. For the three-month periods ended February 28, 2017 and February 28, 2018, we had a profit of AR$300 million and incurred a loss of AR$(1,809) million, respectively. For the same periods, our Total Adjusted Segment EBITDA was AR$343 million and AR$503 million, respectively. The charts below highlight the percentage of margin before operating expenses and the percentage of Total Adjusted Segment EBITDA generated by each of our business segments for the three-month period ended February 28, 2018 and for the fiscal year ended November 30, 2017. Percentage of Total Margin Before Operating Expenses by Segment February 2018 Percentage of Total Adjusted Segment EBITDA by Segment February 2018 Total Margin Before Operating Expenses for the three-month period ended February 28, 2018 was AR$1,496 million Total Adjusted Segment EBITDA for the three-month period ended February 28, 2018 was AR$503 million; total loss for the fiscal year ended February 28, 2018, was AR$(1,809) million This is an initial public offering of the Class B ordinary shares of Molino Ca uelas S.A.C.I.F.I.A., a Sociedad An nima Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria organized under the laws of Argentina. We and the selling shareholders named in this prospectus are offering Class B ordinary shares in a Global Offering (as defined below). Of the Class B ordinary shares being offered, we are selling Class B ordinary shares, which we refer to as the new Class B ordinary shares, and the selling shareholders are selling Class B ordinary shares, which we refer to as the selling shareholders Class B ordinary shares and, together with the new Class B ordinary shares, the Class B ordinary shares. We will not receive any proceeds from the sale of Class B ordinary shares by the selling shareholders. American Depositary Shares, or ADSs, representing Class B ordinary shares will be offered in the United States of America and other countries outside of Argentina through the international underwriters named in this prospectus, which we refer to as the international offering. Each ADS represents three Class B ordinary shares. We and the selling shareholders are concurrently offering Class B ordinary shares in Argentina through the Argentine placement agents under a Spanish-language offering document, which we refer to as the Argentine offering. We refer to the international offering and the Argentine offering together as the Global Offering. The total number of Class B ordinary shares in the international offering and the Argentine offering is subject to reallocation between these offerings. The closing of the international offering and the Argentine offering will be conditioned upon one another. We expect that the offering price for the international offering will be between US$ and US$ per ADS (equivalent to AR$ and AR$ per Class B ordinary share, based on the venta de divisas exchange rate of AR$ : US$1.00 reported by the Banco de la Naci n Argentina on , 2018). Prior to the Global Offering, there has been no public market for our Class B ordinary shares or the ADSs. We have applied to list the ADSs on the New York Stock Exchange, which we refer to as the NYSE, under the symbol "MOLC". Further, we have applied to list and trade our Class B ordinary shares in Argentina on the Bolsas y Mercados Argentinos S.A., or BYMA under the symbol "MOLC". We have granted to the international underwriters the right for a period of 30 days to purchase a maximum of additional ADSs, representing Class B ordinary shares, at the public offering price paid by investors, less underwriting discounts and commissions, to cover over-allotments, if any. Investing in our Class B ordinary shares and the ADSs involves risks. See "Risk Factors" beginning on page 33. Per Class B Ordinary Share Per ADS Total Public offering price US$ US$ US$ Underwriting discounts and commissions(1) US$ US$ US$ Proceeds, before expenses, to Molino Ca uelas S.A.C.I.F.I.A. US$ US$ US$ Proceeds, before expenses, to the selling shareholders US$ US$ US$ (1)See "Underwriting" beginning on page 315 for additional information regarding underwriting compensation. Delivery of the ADSs is expected to be made on or about , 2018, or the Delivery Date, through the book-entry facilities of The Depository Trust Company. The public offering of our Class B ordinary shares in Argentina will be registered with the Argentine Securities Commission (Comisi n Nacional de Valores), which we refer to as the CNV. Neither the U.S. Securities and Exchange Commission, which we refer to as the SEC, nor any U.S. 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. Table of Contents FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "is/are likely to," "may," "plan," "should," "would," or other similar expressions. The forward-looking statements included in this prospectus relate to, among others: our business strengths and future results of operations; the implementation of our business strategy; our plans relating to the integration of our acquisitions, such as Cargill's mill operations, and strategic partnerships, including retailers, wholesalers and distributers; the expansion of our Spegazzini facility (as defined below); and the implementation of our financing strategy and capital expenditure plan. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including among other things: our ability to maintain relationships with the network of farmers who supply the primary products we require; the intensity of competition we face within the retail product and branded industrial product categories in which we participate; price controls in the countries in which we operate; price changes in grains and other agricultural products on which we depend for food production; climate conditions, diseases striking crops, force majeure events such as natural disasters, fire, or pandemic and labor strikes; a disruption in the transportation and supply of agricultural products and other agrochemical, farming products, and services, increases in distribution costs, a failure to maintain relationships with labor unions, an increase in energy prices, the lack of availability of power or any other factor which might impact our production costs; allegations regarding the safety and quality of our products; potential unforeseen liabilities and obligations in connection with the Reorganization (as defined below); our ability to lease and operate Las Palmas port; our dependence on key executive officers; the significant influence of our principal shareholder, the Navilli family, and their ability to direct our business; changes in consumer preferences; the cost and availability of financing, including supplier financing; the seasonality of our business activities; further consolidation in the retail environments in which we operate; risks related to our cash flow management; Table of Contents Percentage of Margin Before Operating Expenses by Segment November 2017 Percentage of Adjusted Segment EBITDA by Segment November 2017 Total Margin Before Operating Expenses for the fiscal year ended November 30, 2017 was AR$6,434 million. Total Adjusted Segment EBITDA for the fiscal year ended November 30, 2017 was AR$2,429 million; total loss for the fiscal year ended November 30, 2017, was AR$(250) million(1) . Joint Global Coordinators BofA Merrill Lynch J.P. Morgan UBS Investment Bank Joint Bookrunners HSBC Ita BBA The date of this prospectus is , 2018. Table of Contents our indebtedness; the sufficiency of our insurance coverage; disruptions in our information technology systems; the political and macroeconomic environment of Argentina; international prices and demand for Argentina's main commodity exports, upon which Argentina's economic growth relies; inflation and the relative value of the Peso compared to other currencies; increases in the level of government intervention in the Argentine economy; changes in tax policies, export and import duties, private sector salary policies, capital markets regulations, and other similar legislation; the threat of potential expropriation policies implemented by the federal government; the continued credibility of Argentine economic indices and confidence in the Argentine economy; the impact of current or future claims against the federal government, which affects financial resources and the ability to obtain financing from international markets; any increase in uncertainty surrounding the stability of the Argentine banking system; the federal government's ability to maintain adequate international reserves; the success of the federal government's measures to solve the current energy sector crisis and future success of the federal government in responding to both social, political, and economic unrest; developments in, or changes to, the laws, regulations and governmental policies governing our business, including environmental, labor laws and regulations; the performance of the South American economies, in particular Uruguay and Brazil, and world economies, especially the European Union, China and the United States of America; and the factors discussed under the section entitled "Risk Factors" in this prospectus. These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially and adversely different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and other sections in this prospectus, which you should carefully review. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Unless requested by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. Table of Contents Retail Products Through our Retail Products segment, we offer more than 200 products from our recognized brands across a variety of categories, including flour, vegetable oil, biscuits, cookies and crackers, ready-mixed flour, bread crumbs, frozen foods and pasta. We market these products under, among others, the following recognized brands in Argentina: 9 de Oro, Pureza, Ca uelas, Mam Cocina, Multiple, Florencia, San Agust n, Cukis and Paseo, among others, and also under our more recently launched brands such as Pizza Pietro and Horno Casero. We manufacture our retail products in our own production facilities, including our production facility with advanced technology in Carlos Spegazzini, Argentina, which we refer to as our Spegazzini facility. We sell the retail products of our diverse and complementary retail portfolio to consumers in Argentina and the region through a variety of distribution channels, including large supermarkets (such as Walmart, Carrefour, Cencosud and DIA), wholesalers and other third-party distributors, supplemented by smaller points of sale, including gas stations (such as those owned by Shell, YPF and Petrobras), convenience stores, fast food restaurants (such as McDonald's, Subway and Burger King) and coffee stores (such as Starbucks). We also produce private label versions of several of our retail products, including flour and vegetable oil, which we sell to key customers as a strategy to deepen our distribution relationships and as an important source of production volume. Our distribution network is organized around the geographical position of our production facilities. For the fiscal year ended November 30, 2017, our Retail Products segment generated AR$5,165 million in net sales or 24.7% of our net sales to third parties and AR$772 million of Adjusted Segment EBITDA or 32% of our Total Adjusted Segment EBITDA. For the three-month period ended February 28, 2018, our Retail Products Table of Contents WHERE YOU CAN FIND MORE INFORMATION We have filed a Registration Statement on Form F-1 with the SEC regarding the international offering. This prospectus, which is part of the registration statement, does not contain all the information included in the registration statement, and you should refer to the registration statement and its exhibits to read that information. Reference in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. Upon completion of the international offering, we will become subject to the informational reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, under the Exchange Act, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and current reports on Form 6-K. 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 the public reference facilities maintained by the SEC at the following location: Public Reference Room 450 Fifth Street Room 1024 N.W., Washington, DC 20549 Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 10234, N.W., Washington, D.C. 20549, at prescribed rates. You may also request a copy of those filings, at no cost, by writing to Natalia Ruhl at our office at John F. Kennedy 160, B1814BKD, Ca uelas, Province of Buenos Aires, Argentina or calling +54 (22) 2643-2885. As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. However, we intend to furnish our shareholders with annual reports containing financial statements audited by our independent registered public accounting firm and to make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each year. We plan to furnish quarterly financial statements with the SEC to our shareholders promptly after filing such quarterly financial statements with the CNV, which requires such reports to be filed within 42 days after the end of each of the first three quarters of our fiscal year, and we will file annual reports on Form 20-F within the time period required by the SEC, which will be four months from November 30, the end of our fiscal year. We will send the ADS Depositary a copy of all notices that we give relating to meetings of our shareholders, distributions to shareholders, offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The ADS Depositary will make the notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The ADS Depositary will mail copies of those notices, reports and communications to you if we ask the ADS Depositary to do so. We will also file annual and quarterly reports and current reports (hechos relevantes) with the CNV and the BYMA in Argentina as required by applicable law or regulations. Table of Contents segment generated AR$1,447 million in net sales or 28% of our net sales to third parties and AR$217 million of Adjusted Segment EBITDA or 43% of our Total Adjusted Segment EBITDA. Below is an image of our recent product launches: Historical Product Launches Retail Product Market Opportunities New trends in consumption as consumers move towards healthier eating habits are among the challenges that we face as a company. We believe that our market and consumer understanding combined with our extensive portfolio and ability to launch new products will allow us to fulfill consumers' evolving needs. We seek to develop products that become solutions for working families that seek quick and healthy options for home-cooked meals. We believe that we offer the modern family numerous meal-time solutions, combining homemade qualities, nutritious options, practicability and healthfulness, while also allowing home cooks to add their own personal touches. It is for these customers that we target many of our branded retail food products. As the charts below show, the market for our retail products has experienced steady and positive growth in the region and in Argentina despite swings in economic activity. The convenience food category involving ready meals, meal kits and pizzas has been growing at rates between 7.0% and 7.8% in the region and between 7.9% and 10.9% in Argentina from 2012 to 2017, according to Canadean. Additionally, within the convenience food category, pizza has had a 7.8% CAGR in Argentine sales from 2012 to 2017, according to Canadean. In Argentina, the growth in sales of packaged foods from 2012 to 2017 was primarily driven by a combination of marginal growth in consumption per capita and an increase in population. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. The information in this document may only be accurate on the date of this document. Table of Contents PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION Presentation of Financial Information This prospectus contains our audited consolidated combined financial statements as of November 30, 2016 and 2017, and for our fiscal years ended November 30, 2015, 2016 and 2017, which we refer to collectively as our audited consolidated combined financial statements. This prospectus also contains our unaudited interim condensed consolidated combined financial statements as of February 28, 2018, and for the three-month periods ended February 28, 2017 and 2018, which we refer to as our unaudited interim condensed consolidated combined financial statements. We refer collectively to our unaudited interim condensed consolidated combined financial statements and our audited consolidated combined financial statements as our consolidated combined financial statements. We prepare our consolidated combined financial statements in thousands of Pesos. Our audited consolidated combined financial statements have beed prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. We have applied all IFRS issued by the IASB effective at the time of preparing our audited consolidated combined financial statements. We applied IFRS for the first time for our fiscal year ended November 30, 2016. Our opening IFRS statement of financial position was prepared as of our transition date to IFRS, which occurred on of December 1, 2013. We prepare our unaudited interim condensed consolidated combined financial statements in accordance with IAS 34 Interim Financial Reporting. The accounting principles used in the preparation of our unaudited interim condensed consolidated combined financial statements are consistent with those used in the preparation of our audited consolidated combined financial statements. Our unaudited interim condensed consolidated combined financial statements do not include all the information and disclosures required in our audited consolidated combined financial statements and accordingly should be read in conjunction with them. Our audited consolidated combined financial statements have been audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina, which we refer to as PwC, a member firm of the PricewaterhouseCoopers global network, an independent registered public accounting firm, whose report dated March 8, 2018, is also included in this prospectus. The office of Price Waterhouse & Co. S.R.L. is located in Bouchard 557, 8th floor, C1106ABG, Buenos Aires, Argentina. Our Reorganization During the fiscal years ended November 30, 2016 and 2017, our principal shareholders (as defined below) elected to complete a reorganization of Molino Ca uelas S.A.C.I.F.I.A. and various other entities and businesses under the common control of our principal shareholders in order to organize all of our business activities under Molino Ca uelas S.A.C.I.F.I.A. We effected this reorganization through a series of acquisitions and related corporate transactions. We refer to this series of transactions as the Reorganization. In this prospectus, each of the terms Molino Ca uelas, we, us, our, and our Company means Molino Ca uelas S.A.C.I.F.I.A. and its subsidiaries after the Reorganization, unless otherwise indicated. For more information on the Reorganization see, "Business Our Corporate Structure and the Reorganization". The Reorganization was effected between entities which were under the common control and common management of our principal shareholders for all periods for which financial statements are presented. Our consolidated combined financial statements are presented in accordance with IFRS as issued by IASB on a combined basis after giving effect to the Reorganization. IFRS provides no guidelines for the preparation of consolidated combined financial statements, which are therefore subject to the rules given in International Accounting Standards (IAS) 8.12. These rules require consideration of the most recent pronouncements of other standard-setting bodies, other financial Source: Euromonitor, IMF and INDEC (1)Includes Argentina, Bolivia, Brazil, Chile and Uruguay Table of Contents reporting requirements and recognized industry practices. As such, as described in Note 1.2 to our audited consolidated combined financial statements, we applied the "predecessor accounting approach" in accordance with the rules on accounting for business combinations under common control in consolidated combined financial statements to the entities under the common control of our principal shareholders that were the subject of the Reorganization. This means that the assets and liabilities of the entities and businesses acquired as part of the Reorganization included in our audited consolidated combined financial statements correspond to the historical amounts in the individual financial statements of combined entities (i.e., predecessor values). Accordingly, any consideration given or received in relation to the transactions forming part of the Reorganization is recognized directly in equity as withdrawals or contributions at the time of the transfer. Certain transactions forming part of the Reorganization had not occurred as of the fiscal year ended November 30, 2016, and all of the consideration paid in connection with the Reorganization was not fully reflected in our audited consolidated combined statement of financial position as of the fiscal year ended November 30, 2016; consequently, they were fully reflected in our audited consolidated combined statement of financial position as of the fiscal year ended November 30, 2017. Further, assets and liabilities and the historic impact on profit and loss of each entity or business acquired as part of the Reorganization (i.e., Molino Ca uelas S.A., Molinos Florencia S.A., Molino Americano S.A. (Argentina), Tiendas Gourmet S.A.U. (formerly known as Molinos Puntanos S.A.), Megaseed S.A, Compa a Argentina de Granos S.A. and Ca uelas Pack S.A.) were reflected in our audited consolidated combined financial statements as of and for the fiscal year ended November 30, 2016, even though the acquisition of certain entities or businesses did not occur until after our fiscal year ended November 30, 2016. All of the transactions undertaken in connection with the Reorganization were completed during our fiscal year ended November 30, 2017, and consequently, are fully reflected in our audited consolidated combined financial statements as of and for the fiscal year ended November 30, 2017. Cargill Acquisition On August 31, 2016, we completed the acquisition of certain assets including seven mills in Argentina, which we refer to as the Trigalia mills or Trigalia, from Cargill S.A.C.I., or Cargill, which we refer to as the Cargill Acquisition, for total cash consideration of AR$736 million. We analyzed the significance of the Cargill Acquisition pursuant to Rule 3-05 of Regulation S-X under the Securities Act, or Rule 3-05, and determined that we need not include separate financial statements or pro forma financial information for the business acquired in connection with the Cargill Acquisition. For a variety of reasons, however, we were unable to obtain (and include in our analysis) complete financial statements for the acquired business that would enable us to conduct a full significance analysis under Rule 3-05. As a result, we sought and obtained a waiver from the SEC pursuant to Rule 3-13 under Regulation S-X. For further information on the Cargill Acquisition, see "Prospectus Summary Cargill Acquisition". Adjusted Segment EBITDA Adjusted Segment EBITDA refers to a segment's share of our line item results from operations before financing and taxation and before depreciation and amortization. Adjusted Segment EBITDA excludes certain items that are not considered part of our Company's core operating results. Specifically, finance income, finance cost and exchange differences are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of our Company. Although Adjusted Segment EBITDA is commonly viewed as a non-IFRS measure in other contexts, pursuant to IFRS 8, Adjusted Segment EBITDA is treated as an IFRS measure in the manner in which we utilize this measure. We use Adjusted Segment EBITDA for purposes of making Source: Canadean (1)Includes Argentina, Brazil and Chile The Argentine offering of our Class B ordinary shares was approved by the CNV on September 14, 2017 by Resolution No. 18,934. The authorization by the CNV means only that the information requirements have been satisfied. The CNV has not rendered an opinion with respect to the accuracy of the information contained in this prospectus. The accuracy of any accounting, financial and economic information as well as any other information provided in this prospectus is the sole responsibility of our Board of Directors and our statutory audit committee. Our Board of Directors hereby expresses as a sworn statement that this prospectus contains, as of the date of publication hereof, accurate and sufficient information concerning any significant events that may affect our financial and economic condition and any other information that must be made known to investors under applicable law. Table of Contents decisions about allocating resources to our segments and to internally evaluate their financial performance because we believe it reflects current core operating performance and provides an indicator of the segment's ability to generate cash. Non-IFRS Information Total Adjusted Segment EBITDA Total Adjusted Segment EBITDA is a non-IFRS financial measure defined as earnings (profit or loss for the year) before interest expense, exchange differences, taxes, depreciation and amortization and gains on acquisition of businesses. Total Adjusted Segment EBITDA is not defined under IFRS and has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under IFRS. For example, Total Adjusted Segment EBITDA: excludes certain tax payments that may represent a reduction in cash available to us; does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future; does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the significant interest expense, or the cash requirements, necessary to service our debt; and does not include gains on acquisition of businesses. Our management believes Total Adjusted Segment EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from profit for the year in arriving at Total Adjusted Segment EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Total Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, profit for the year from operating activities as determined in accordance with IFRS or as an indicator of our operating performance. Total Adjusted Segment EBITDA may not be the same as similarly titled measures used by other companies. We have included the calculations of Total Adjusted Segment EBITDA to the nearest corresponding IFRS measure for all the periods presented. For a reconciliation of Total Adjusted Segment EBITDA, see "Summary Consolidated Combined Financial Data Non-IFRS Measurements Total Adjusted Segment EBITDA." Net Debt to Total Adjusted Segment EBITDA We define Net Debt as total borrowings less cash and cash equivalents. We believe that the presentation of Net Debt and the ratio of Net Debt to Total Adjusted Segment EBITDA, both of which are non-IFRS financial measures, provide useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage. We use the ratio of Net Debt to Total Adjusted Segment EBITDA as one of our principal measures of capital management. Source: Canadean For further information on the CAGR amounts presented above, please see "Industry Industry Overview Packaged Food Industry" and " Prepared Meals Market Trends". Branded Industrial Products The main focus of our Branded Industrial Products segment is to supply inputs to our Retail Products segment, as well as to supply third-party branded industrial product customers. We sell flour, Table of Contents Net Debt and Net Debt to Total Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, borrowings as determined in accordance with IFRS. Net Debt and Net Debt to Total Adjusted Segment EBITDA may not be the same as similarly titled measures used by other companies. For a reconciliation of Net Debt to the nearest corresponding IFRS measure, see "Summary Consolidated Combined Financial Data Non-IFRS Measurements Net Debt to Total Adjusted Segment EBITDA." Adjusted Return on Invested Capital (Adjusted ROIC) We define Adjusted Return on Invested Capital, which we refer to as Adjusted ROIC, as the ratio of profit/(loss) for the year before gain on acquisition of businesses and financial results, net for a given period to the sum of the average for the beginning and end of such period of Net Debt and total shareholders' equity. We believe that the presentation of Adjusted ROIC provides useful information to investors because it shows the evolution of the return on our invested capital which could be compared to the cost of our capital as a measure of value being added by our business. For a reconciliation of Adjusted ROIC to the nearest corresponding IFRS measure, see "Prospectus Summary Certain Operational and Financial Metrics." We believe that the foregoing non-IFRS financial measures, when considered together with our IFRS financial results and IFRS measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. We present those non-IFRS measures in order to provide supplemental information that we consider relevant for the readers of our consolidated combined financial statements included in this prospectus, and such information is not meant to replace or supersede any IFRS measures. Inflation IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be stated in terms of the current measuring unit at the end of the reporting period. Even though the standard does not establish an absolute rate at which hyperinflation is deemed to arise, it is common practice to consider hyperinflation to exist where changes in price levels exceed 100% on a cumulative basis over the last three years, along with other several macroeconomic-related qualitative factors. Despite the high inflation rates in Argentina in the recent years, we conducted an analysis pursuant to the criteria set forth in IAS 29, and have determined that Argentina does not qualify as a hyperinflationary economy for any of the years included in our audited consolidated combined financial statements included elsewhere in this prospectus. Accordingly, we have not restated our audited consolidated combined financial statements into constant currency. As of February 28, 2018, it was not possible to calculate the three year cumulative inflation rate in Argentina due to the fact that INDEC ceased the publication of inflation statistics from October 2015 through January 2016. In the absence of official statistics, we considered other qualitative indicators of the economic environment and determined that these indicators do not conclusively point to the existence of hyperinflation. As such we have concluded that the restatement criteria established under IAS 29 is not required at this time. For futher information, see "Risk Factors Risks Related to Argentina Continuing inflation may have an adverse effect on the Argentine economy, and, as a consequence, on our business, results of operation and financial condition." Table of Contents ready-mixed flour and additives through our Ca uelas, Florencia, Multi-Harina, Adelia Mar a, Favorita, Leticia, Terminada, Rosafe, San Agust n and Pig brands. We manufacture our branded industrial products in our 24 production facilities (including three facilities we lease from third parties and related parties) in the region. According to FAIM, during 2017, we processed over 28.4% of the total volume of wheat processed in Argentina, making us the largest wheat flour producer in the country. Following the Cargill Acquisition, we now possess an installed milling capacity of approximately 3.4 million tonnes per year, according to MAGyP. In addition, according to FAIM, we are the largest exporter of flour in Argentina by volume, exporting 399.664 tonnes during 2017, representing 42% of the total flour exported in Argentina during 2017. Our Branded Industrial Products segment also includes our packaging production operation through the packaging business acquired from Ca uelas Pack S.A., which we use to differentiate our products through innovative and technologically advanced packaging. For the fiscal year ended November 30, 2017, our Branded Industrial Products segment generated AR$10,481 million in net sales, of which AR$8,867 million, or 42.5% of our total net sales, consisted of net sales to third parties, and AR$755 million in Adjusted Segment EBITDA, or 31% of our Total Adjusted Segment EBITDA. For the three-month period ended February 28, 2018, our Branded Industrial Products segment generated AR$2,836 million in net sales, of which AR$2,380 million, or 46% of our total net sales, consisted of net sales to third parties, and AR$220 million in Adjusted Segment EBITDA, or 44% of our Total Adjusted Segment EBITDA. The following map shows the locations of our production plants, distribution centers and commercial offices for our branded industrial products: Table of Contents We believe that our analysis and conclusion is consistent with that of most public entities in Argentina. We periodically reassess inflation data using qualitative and quantitative indicators to determine whether this conclusion continues to be applicable. However, certain macroeconomic variables that affect our business, such as salary costs and the prices of inputs, have experienced a significant annual variation, a situation that must be considered when evaluating and interpreting our results of operations and financial condition as reflected in our consolidated combined financial statements included elsewhere in this prospectus. If inflation rates continue to escalate in the future, the Argentine peso may qualify as a currency of a hyperinflationary economy. In the event that our currency qualifies as part of a hyperinflationary economy our consolidated combined financial statements and other financial information may need to be adjusted by applying a general price index and expressed in the measuring unit (i.e. the hyperinflationary currency) current at the end of each reporting period. At this time, we cannot determine the impact this would have on our results of operations and financial condition. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Trends and Factors Affecting Our Results of Operation Inflation" and "Risk Factors Risks Related to Argentina Continuing inflation may have an adverse effect on the Argentine economy, and, as a consequence, on our business, results of operation and financial condition". Argentine inflation could therefore affect the comparability of the different periods presented herein. Market Data and Other Information Market data used throughout this prospectus were derived primarily from reports prepared by The Nielsen Company South America, which we refer to as Nielsen, and CCR S.A., which we refer to as CCR. Data attributed to Nielsen or CCR is extracted from reports by Nielsen which are periodically reviewed by management. These reports are prepared on the basis of estimates and generally accepted statistical procedures on information that is not always within the control of Nielsen and CCR. Further, some of these practices and procedures are subject to estimation and margin of error inherent in statistical analysis. In addition, these studies only cover certain distribution channels, and, as such, may not reflect the totality of the market. Following the receipt of market share information from CCR from March 2017 and April 2017, we were informed by CCR that they will no longer be providing market share information due to a restructuring event. As a result, our market share information from November 2017 is solely derived from reports prepared by Nielsen. While we have no reason to believe that there has been any impact on the reliability of the reports prepared by CCR to date, they may not be fully comparable with reports prepared by Nielsen. The reports referenced in this prospectus include the NRI report on flour from November 2016, or the 2016 Nielsen Flour Report, the NRI report on ready mixed products from November 2016, or the 2016 Nielsen Ready Mixed Products Report, the NRI report on bread crumbs from November 2016, or the 2016 Nielsen Bread Crumb Report, the NRI report on pasta from November 2016, or the 2016 Nielsen Pasta Report, and together with the 2016 Nielsen Bread Crumb Report, the 2016 Nielsen Ready Mixed Products Report and the 2016 Nielsen Flour Report, the 2016 Nielsen Reports. The reports referenced in this prospectus also include the NRI report on flour from November 2017, or the November 2017 Nielsen Flour Report, the NRI report on ready-mixed products from November 2017, or the November 2017 Nielsen Ready-Mixed Products Report, the NRI report on bread crumbs from November 2017, or the November 2017 Nielsen Bread Crumb Report, the NRI report on pasta from November 2017, or the November 2017 Nielsen Pasta Report, the NRI report on vegetable oil from November 2017, or the November 2017 Vegetable Oil Report, the NRI report on frozen pizzas from November 2017, or the November 2017 Nielsen Pizza Report, and together with the November 2017 Nielsen Bread Crumb Report, the November 2017 Nielsen Ready-Mixed Products Report, the Source: FAIM & INDEC Table of Contents November 2017 Nielsen Flour Report, the November 2017 Vegetable Oil Report and the November 2017 Nielsen Pizza Report, the November 2017 Nielsen Reports. The reports referenced in this prospectus also include the NRI report on flour from February 2018, or the February 2018 Nielsen Flour Report, the NRI report on ready-mixed products from January 2018, or the January 2018 Nielsen Ready-Mixed Products Report, the NRI report on bread crumbs from January 2018, or the January 2018 Nielsen Bread Crumbs Report, the NRI report on cakes mixes from January 2018, or the January 2018 Nielsen Cake Mixes Report, the NRI report on pasta from February 2018, or the February 2018 Nielsen Pasta Report, the NRI report on vegetable oil from February 2018, or the February 2018 Vegetable Oil Report, the NRI report on frozen pizzas from February 2018, or the February 2018 Nielsen Pizza Report, and together with the February 2018 Nielsen Bread Crumb Report, the February 2018 Nielsen Ready-Mixed Products Report, the January 2018 Nielse Cake Mixes Report, the February 2018 Nielsen Flour Report, the February 2018 Vegetable Oil Report and the February 2018 Nielsen Pizza Report, the February 2018 Nielsen Reports. We refer to the February 2018 Nielsen Reports and the 2017 Nielsen Reports together as the Nielsen Reports. The reports referenced in this prospectus also include the NRI report on flour from December 2017 and January 2018, or the December 2017-January 2018 Nielsen Flour Report. The reports referenced in this prospectus also include the CCR audit report for vegetable oil from November 2016, or the 2016 CCR Vegetable Oil Report, and the CCR audit report for biscuits from November 2016, or the CCR 2016 Biscuit Report, and, together with the 2016 CCR Vegetable Oil Report, the 2016 CCR Reports. In addition, certain statistical and factual information in this prospectus was derived from government reports and publications. Other information presented in the sections entitled "Industry" and "Summary" was derived from certain industry publications such as Euromonitor International, which we refer to as Euromonitor, or other public sources such as the United States Department of Agriculture's December 8, 2017 report on World Agricultural Supply and Demand Estimates, which we refer to as the 2016 USDA Report. Other information was derived from the Global Delivery and Takeaway Food Market 2016-2020 report, the Global Frozen Ready Meals Market 2016-2020 report, and Global Quick Service Restaurants Markets 2016-2020 report, each as provided by Technavio, hereafter the Technavio Reports. All data derived from Euromonitor in this document is based upon the report titled Passport Package Food 2017 Edition. All sales metrics therein refer to sales values at retail value and all volume metrics refer to retail sales volume. In all data attributed to Euromonitor, packaged food includes the Euromonitor categories of bread, pasta, pastries, sweet biscuits and savory biscuits. In addition, all references to biscuits, cookies and crackers in the Euromonitor data provided includes the Euromonitor categories of savory biscuits and sweet biscuits. Such reports generally state that the information contained therein has been obtained from sources believed by such sources to be reliable. Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, neither we, the selling shareholders, the international underwriters, nor any of our or their respective affiliates has independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications. On January 8, 2016, Decree No. 55/2016 was issued by the federal government declaring a state of administrative emergency on the national statistical system and on the Instituto Nacional de Estad stica y Censos, which we refer to as the National Statistics and Census Institute, or INDEC, until December 31, 2016. INDEC ceased publishing statistical data until a rearrangement of its technical and administrative structure was finalized. After the process of reorganization, on June 16, 2016, INDEC began releasing official measurements of its primary indication of inflation, CPI which is the general index of prices for the city of Buenos Aires and surrounding areas. INDEC reported that the CPI increase in 2016 was 41%. Further, the CPI increase in 2017 was 26.1%. In 2018, the CPI was 1.8% in January, 2.4% in February and 2.3% in March. INDEC has also published inflation figures for the Source: FAIM & INDEC For a further description of the CAGR rates described above, see "Industry Argentina's Grain and Milling Industry Argentina's Production and Export of Grains". Agro-Services and Sustainable Sourcing. Through our Agro-Services and Sustainable Sourcing segment, we source agricultural products in which Argentina, the location of our primary sourcing Table of Contents IPIM. The IPIM for the year ended December 31, 2016 showed an annual increase of 34.5%. The IPIM for the year ended December 31, 2017 increased by 18.8%. In 2018, the IPIM was 4.6% in January, 4.8% in February and 1.9% in March. In addition, on June 29, 2016, INDEC published revised gross domestic product, or GDP, data for 2004 through 2015 based on constant 2004 prices. For more information on the inflation statistics see, "Risk Factors Risks Related to Argentina Continuing inflation may have an adverse effect on the Argentine economy, and, as a consequence, on our business, results of operation and financial condition". General In this prospectus, when we refer to: "Peso", "Pesos", or "AR$", we mean Argentine Pesos, the lawful currency in Argentina; "U.S. Dollar", "U.S. Dollars", or "US$", we mean United States Dollars, the lawful currency of the United States of America; "Argentina", we mean the Republic of Argentina; "federal government" or the "government", we mean the federal government of Argentina; "federal congress", we mean the federal congress of Argentina; and when we refer to "Central Bank", we mean the Central Bank of Argentina. References to fiscal years 2015, 2016 and 2017 are to our fiscal years ended November 30, 2015, 2016 and 2017, respectively. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Measurement Data In this prospectus, where we refer to: "tonne" or "ton", we mean one metric tonne, which is equal to 1,000 kilograms; "kg", we mean kilograms, which is equal to 1,000 grams; "g", we mean gram or grams; "l", we mean liter or liters, which is equal to 1,000 cubic centimeters; "th", we mean thousands; "mm", we mean millions; "installed milling capacity", we mean the annual capacity of output for a mill assuming no required cessations of operations for maintenance or other reasons; "maximum milling capacity", we mean the effective milling capacity of a mill after taking into account the cessation of operations for estimated standard maintenance reasons and other down-time; and "CAGR", we mean compound annual growth rate. Table of Contents activities, enjoys significant competitive advantages, with the main objective of ensuring the consistent supply of agricultural products to our other business segments at the lowest cost and highest quality possible. We foster and preserve direct contact and strong relationships with farmers through our Agro-Services business which acts as a one-stop supplier for farmers in our network providing a variety of products and services, including agricultural supplies such as seeds, fertilizers, farm machinery and other goods, as well as services such as insurance brokerage and, in each case, mostly in exchange for agricultural products. As of the date of this prospectus, we operate 61 branches, 52 one-stop supply stores and 19 conditioning and storage centers located across ten provinces in Argentina, offering convenience to farmers and providing our sourcing business with ready access to a substantial portion of Argentina's productive agricultural area. We also offer drying, storage and conditioning services to our farmers through our 19 conditioning and storage centers which facilitate the geographic distribution of our sourcing operations. The following map shows the location of our Agro-Service and Sustainable Sourcing segment facilities: We also export a portion of our excess agricultural goods through a port we operate, which is located in Las Palmas on the right bank of the Paran River in northeastern Argentina and offers significantly reduced travel times on the Paran River, resulting in a competitive advantage when compared to ports further upstream. Our port exports both containers and agricultural products and we benefit from its use to export products for all three of our business segments. We expect to continue to use the Las Palmas port to further increase our exports into Brazil and other countries in the region. For the fiscal year ended November 30, 2017, our Agro-Services and Sustainable Sourcing segment generated AR$13,312 million in net sales, including pass through sales, of which AR$6,845 million, or 32.8% of our total net sales, consisted of net sales to third parties and AR$901 million in Adjusted Segment EBITDA, or 37% of our Total Adjusted Segment EBITDA. For the three-month period ended February 28, 2018, our Agro-Services and Sustainable Sourcing segment generated Source: 2017 USDA Report Table of Contents Key Strengths Referential brands and strong market share in many of our retail products. Our referential brands are among the most well-known and traditional names in Argentina. Certain of these referential brands, notably 9 de Oro, can be found in all major retailers in Argentina and, we believe as a result, in nearly every household in the country. Complementing our brand portfolio in our biscuits, cookies and crackers segment, we offer crackers under our Paseo brand and cookies under our 9 de Oro brand. We believe our flour products sold under our market-leading brands Pureza and Ca uelas are chosen by customers for their perceived high quality and healthiness and reputation for innovation through the various types of ready-mixed flours we offer. In vegetable oils, our Ca uelas brand enjoys positioning as a premium product and is recognized for its quality, superior packaging and healthy attributes. Our ready-mixed product portfolio includes flour mixes under the Pureza and Mam Cocina brands. Other brands include San Agust n, Florencia and M ltiple. We believe that our focus on providing consumers with products that offer them solutions helps us maintain and strengthen our brands' top-of-mind recognition. Part of our brand strength is reflected in strong market share across our various product categories. For example, in Argentina, according to the 2016 Nielsen Reports and CCR Reports, based on annual market share measured as of November 30, 2016, we had market shares in Argentina of 26.0% (vegetable oil), 41.7% (flour), 34.1% (biscuits sub category), 27.0% (ready mixed products) and 25.5% (bread crumbs). According to the 2017 Nielsen Reports, based on annual market share measured as of November 30, 2017, we had market shares in Argentina of 23.4% (vegetable oil), 42.7% (flour), 43.8% (biscuits sub category), 24.8% (ready-mixed products), 23.5% (bread crumbs) and 10.1% (frozen pizzas). According to the 2018 Nielsen Reports, based on annual market share measured as of February 28, 2018, we had market shares in Argentina of 22.1% (vegetable oil), 39.2% (flour), 44.7% (biscuits sub category), 31.7% (ready-mixed products) and 17.4% (frozen pizzas). According to the January 2018 Nielsen Bread Crumbs Report, we had a market share in Argentina of 26.1% (bread crumbs). Well-established distribution network for our Retail Products segment, which provides significant opportunities to continue expanding product sales in Argentina and the region. We have developed a strong distribution network for our Retail Products segment, including major retailers in the countries in which we operate, and we believe we are able to leverage these relations to further expand Table of Contents regionally. We distribute our retail products through a wide variety of retail and other distribution channels, including some of the largest supermarkets in Argentina (such as Cencosud, Walmart, Carrefour and DIA), third-party distributors and other retailers such as small stores and fast food venues (including McDonald's, Subway and Burger King), gas stations (such as those owned by Shell, YPF and Petrobras) and coffee stores (such as Starbucks). We believe our distribution network provides us with significant cross-selling opportunities that allow us to introduce new products under existing or new brands. For example, our distribution network allows us to launch products made from newly sourced agricultural products, such as rice crackers, and effectively reach customers. Similarly, we supply frozen food products for McDonald's in Uruguay and flour to Walmart in Chile. Moreover, we believe we have developed an extensive frozen distribution channel which includes affiliated refrigerated car services and intermediate refrigerated storage warehouses, allowing us to expand the reach of our frozen food product operations. Well positioned to capture expected growth opportunities in Argentina and the region. We believe our strong position in all three of our business segments is driven by, among other things, the economies of scale we have achieved, our longstanding relationships with a network of suppliers and customers, our significant production and sourcing capacity, our commitment to technological development, and our experience in the food business. We regularly seek to implement technological innovations in production processes in order to improve efficiency, maintain our operational excellence and develop new solutions for our customers. As a result, we have significantly improved our productivity and operating costs in recent years as evidenced by our increased installed milling capacity and increased production capacity of our food production facilities. Our cost-effective and technologically advanced production processes make our products high quality and cost-competitive and provide stable cash-flow even during economic downturns, particularly as many of our products are basic staples of our consumers' diets. Competitive advantage based on our access to Argentina's high quality primary agricultural products at the lowest cost. Our sourcing operations are primarily located in Argentina, which benefits from significant environmental, climatic and agricultural advantages relative to the rest of the region, including the relatively high fertility and productivity of its soil. This strategic advantage, together with the strength of our supply chain, provides us access to a stable and secure supply of high quality agricultural products at competitive prices. In addition, we believe that the scale of our sourcing and industrial food operations makes us the preferred business partner to the more than 8,000 farmers that sell their agricultural products to us and to other producers of retail products who buy our industrial food products. The scope of our sourcing capacity allows us to maximize the value of the agricultural products that we source, by directing them to the most profitable uses in our production processes and sales activities. We also benefit from our extensive infrastructure, including our conditioning and storage centers distributed across a substantial portion of Argentina's productive agricultural area. Vertically integrated business model as a pillar, for quality traceability, production efficiencies and product cross-selling. Our involvement in each step of the value chain allows us to achieve economies of scale, save on costs, ensure the highest product quality and increase revenues through product innovation involving high levels of technology and automation. We also seek to enhance customer and producer loyalty through the reliability of the services offered in our sourcing business, the recognized quality of our products and the reach of our distribution network. At the same time, our vertical integration gives us a greater knowledge of trends in consumer demand and allows us to recognize market opportunities for future growth. For example, we developed a high oleic vegetable oil in hand with the cultivation of high oleic sunflower seeds by a select group of our most loyal farmers, which, following a testing period, was launched into production for processing in our industrial facilities. We packaged this new oil with our differentiated packaging and sold it under our well-recognized Ca uelas brand so as to offer a premium oil for health conscious customers. Similarly, our frozen food products line leverages the high quality of our flour, the advanced technology of our Spegazzini facility and the Table of Contents established distribution network of our existing retailers to reach end customers. The scale in every step of our production and distribution processes allows us to test new products and ideas without compromising significant additional resources and improving the speed to market and marginal returns. In addition, we believe that our vertically integrated business model allows us to realize tax savings, as a non-vertically integrated business would be required to pay sales taxes at each point of resale across the value chain. Business model naturally hedged to currency fluctuations and prices of agricultural products. Historically, we have been able to increase the price of the food and agricultural products we sell to match increases, in U.S. Dollar terms, of our raw materials. As a result, prices for our retail products in our principal market of Argentina have historically recovered in U.S. Dollar terms following sharp movements in the international prices of agricultural products or the exchange rate of the Peso. These price increases have helped protect our profitability, in U.S. Dollar terms, from the effects of fluctuations in the prices of agricultural products or the devaluation of the Peso. Additionally, approximately 22% and 20% of our net sales to third parties for the fiscal year ended November 30, 2017, and for the three-month period ended February 28, 2018, respectively, were exports, which are priced in U.S. Dollars and based on the international prices of the agricultural products we buy. Inelastic demand for our products. Most of our products constitute staples of the standard consumer basket of food products. As a result, demand for our products has proven to be somewhat resistant to economic downturns as demand has remained stable in spite of reduced spending power on the part of customers. Similarly, the relatively resilient demand for our products has allowed us to adjust our prices by closely following movements in prices of agricultural products, thereby helping to preserve our margins. We benefit from an experienced management team with a successful track record of value creation and strong operational knowledge. Our executive officers have extensive experience in the food industry and have a track record of improving operating efficiency and managing costs. Our management team and other professionals are highly trained, and we have a results-oriented corporate culture that is focused on reducing operating costs and increasing revenues through a continuous focus on process improvement. We operate under a group of principles and tools that we believe constitute a proven methodology to maximize management effectiveness. This process implies a long-term commitment to measure, administer and improve our main processes. The goal of this process is to meet or exceed customers' expectation with the optimal use of our resources. Business Strategy Our mission is to add value to the agricultural products we source in which Argentina has a natural competitive advantage compared to the region. We seek to execute our mission through a vertically integrated business model that focuses on innovation and seeks to capture market opportunities through the launch of new products and the penetration of new markets. We believe the strength of our vertically integrated business model and our new business evaluation criteria help us to achieve synergies between our new products and our existing businesses. We aim to launch products where we can achieve cost leadership, quality recognition and a strong position in market share. The evaluation criteria that forms our business strategy framework is illustrated in the chart below. The three growth vectors that comprise our business strategy are: Table of Contents Continue to introduce new products in our existing product categories. Our research and development operations are constantly working to bring new and innovative products that leverage the strength of our existing brands and cost efficiencies while responding to growing consumer demand for healthy and convenient retail products. We launched 53 new products during 2017. For example, we were the first Argentine food company to sell flour fortified with vitamins (before legislation was passed making it mandatory for all producers) as well as value-added flour products with natural yeast, including pre-mixed pizza dough, under our Pureza brand. Similarly in 2017, we launched rice crackers under our Retail Products segment to meet consumer demand while maximizing the sourcing opportunities available in our Agro-Services and Sustainable Sourcing segment. We have also launched a line of high-oleic sunflower oil which leverages the strength of our Ca uelas brand and the depth of our sourcing network. We may further build upon our success in the frozen food and food service business by potentially increasing the size of our Spegazzini facility, which uses highly automated production processes. Our frozen product line also included ready-made products, such as doughnuts and muffins. Continue to diversify into new product categories by leveraging on the strengths of each of the steps of our production process. We believe that our integrated supply chain in conjunction with our experience in Retail Products allows us to successfully take new products from idea to execution phase swiftly and effectively. More recently, in 2016 we expanded into the frozen food business line through new direct-to-consumer retail products under our Mam Cocina brand. Following construction, our Spegazzini facility started producing and commercializing frozen food products (including pre-baked bread, croissants and pizzas) through retailers and food services stores, all of which we intend to distribute through our existing frozen distribution channel. Continue to increase our market presence in the region as a leading consumer product company. We believe that our existing distribution network, our efficient production processes and high quality products make it easier for us to rollout new products in the region for which there might be significant demand. In particular, we plan to leverage our distribution network with Cencosud, Walmart, Carrefour and DIA to introduce new products in the region. Similarly, in Uruguay, we are currently present through various recognized brands and we expect to launch new retail products. In Brazil, we intend to use our experience in flour production and branded industrial products sales to commercialize branded consumer food products reformulated to match the tastes of the Brazilian market. In 2017, we entered into a 30-year lease of a milling facility in Brazil in order to increase our production capacity in the Brazilian market. We also plan to foster our commercial efforts in Chile and Bolivia by integrating the supply chain from our food production facilities located in the northern and western parts of Argentina and exporting tailor made products into both countries through our existing commercial offices. As part of these efforts, we will seek to leverage our existing relationships with customers with which we already do significant business in Uruguay and Chile. In addition, following the increase in milling capacity resulting from the Cargill Acquisition, we will seek to source more agricultural products in order to increase the production of our retail and branded industrial products and commercialize such products from our Retail Products and Branded Industrial Products segments into Brazil, Chile, Uruguay and Bolivia. We expect to continue to identify and opportunistically open new markets in countries or regions where we believe we have commercial, productive and/or logistical competitive advantages. We believe that the combination of our business strengths with our innovative product development strategy helps us to fulfill the changing needs of our customers while leveraging the efficiencies offered by our distribution model and vertically integrated production process. These capabilities are reinforced by our competitive advantage and generate steady and healthy financial returns. Table of Contents Investments We continuously make investments in our business to support our growth. In 2016, we have built our frozen product line facility in Carlos A. Spegazzini and also acquired Cargill's seven mills in Argentina. Frozen Food Product Line Facility in Carlos A. Spegazzini, Argentina In 2016, we invested approximately US$100 million in our modern and technologically-advanced Spegazzini facility. The facility's production lines and equipment serve our frozen food, biscuits, cookies and crackers and bread crumbs products business lines in our Retail Products segment and cover dough preparation and the storage of frozen food products through technologically-advanced hybrid automated lines for the production of both dry and frozen retail products including pizzas, bread for a variety of uses, croissants and pastries, muffins, doughnuts, crackers and bread crumbs. As the sales volume of our products produced in our Spegazzini facility continues to grow, we may plan an increase in its production capacity. Cargill Acquisition On August 31, 2016, we completed the Cargill Acquisition through which we acquired seven operating mills in Argentina, which have an installed milling capacity of 1.57 million tonnes of wheat per year. These mills have high fixed costs and low variable costs through which we believe we will experience significant synergies once they commence operations at full capacity as part of our Branded Industrial Products segment. The Cargill Acquisition offers us strategic benefits and the potential to realize what we believe will be significant synergies in part due to the geographic complementarity of the milling assets acquired with those we already own. Due to the costs currently associated with transportation, our mills in Argentina are economically attractive to our network of farmers. The mills acquired in the Cargill Acquisition resulted in little or no overlap with the geographic location of our existing mills. We believe that the additional capacity created by the Cargill Acquisition provides us with an opportunity to direct more of our industrial flour output in Argentina towards exports to other countries in the region, especially Brazil. The reliable supply of our Agro-Services and Sustainable Sourcing business as well as our extensive network of clients for our Branded Industrial Products segment and the growing demand of our Retail Products segment will allow us to improve the utilization rate of these mills in order to maximize their output and improve efficiency. We further believe that our logistical operations and our track record in operational efficiencies will improve output at the newly acquired mills over time. At the time of acquisition, the acquired mills had been operating at an average of 47.6% of their installed milling capacity for the eight-month period ended August 30, 2016. For the period from the closing of the Cargill Acquisition through November 30, 2016, the business comprised in the Cargill Acquisition contributed AR$566 million and AR$108 million, respectively, to the net sales and Adjusted Segment EBITDA for our Branded Industrial Products segment. Table of Contents Certain Operational and Financial Metrics The following sets forth certain operational and financial metrics that we use in evaluating our business and results of operation: For the Three-Month Period Ended February 28, For the Fiscal Year Ended November 30, 2018 2017 2016 2015 (unaudited) Argentina Increase (decrease) in GDP (unaudited) N/A 2.90% (1.80)% 2.65% Consolidated Metrics Total Net Sales Net of Pass-Through Sales (thousands of pesos) 5,135,438 20,876,599 22,956,936 15,580,462 Total Margin Before Operating Expenses (thousands of pesos) 1,495,680 6,433,598 7,235,613 4,945,430 Total Margin Before Operating Expenses / Net Sales (unaudited) 29.1% 30.8% 31.5% 31.7% Total Adjusted Segment EBITDA (unaudited) (thousands of pesos)(1) 502,549 2,428,518 2,276,759 1,092,616 Adjusted ROIC (unaudited)(2) N/M (c) 14.6% 20.4% 14.3% Retail Products Segment Sales Volume (tonnes) (unaudited)(13) 93,427 383,144 402,982 397,518 Retail Products Production (tonnes) (unaudited) 73,479 346,585 350,151 327,453 Total Retail Products Plants (unaudited)(3) 8 8 8 8 Installed Capacity (tonnes) (unaudited)(4) 147,763 555,390 486,300 446,114 Average Installed Capacity Utilization Rate (unaudited)(5) 50.0% 62.4% 72.0% 73.4% Net Sales (thousands of pesos)(6) 1,446,916 5,165,343 3,717,638 2,460,545 Margin Before Operating Expenses (thousands of pesos) (unaudited) 460,979 1,589,005 1,398,838 692,774 Margin Before Operating Expenses / Net Sales (unaudited) 31.9% 30.8% 37.6% 28.2% Adjusted Segment EBITDA (thousands of pesos)(7) 217,273 772,351 568,793 220,250 Adjusted Segment EBITDA Margin (unaudited)(8) 15.02% 14.95% 15.30% 8.95% Branded Industrial Products Segment Total Wheat Processed, Before Cargill Acquisition (tonnes) (unaudited) 1,108,907 1,108,975 Total Wheat Processed, Including Cargill Acquisition (tonnes) (unaudited)(9) 434,555 1,878,338 1,275,826 Total Flour Sales, Including Cargill Acquisition (tonnes) (unaudited)(14) 278,101 1,187,565 904,230 815,115 Branded Industrial Flour Plants (unaudited)(10) 17 17 16 9 Other Branded Industrial Plants (unaudited)(10) 2 2 2 2 Total Installed Wheat Mill Capacity Before Cargill Acquisition (tonnes) (unaudited)(4) 1,549,632 1,450,632 Total Installed Wheat Mill Capacity After Cargill Acquisition (tonnes) (unaudited)(4)(15) 854,516 3,362,348 3,118,656 Total Installed Mill Utilization Rate (unaudited)(11)(12) 51.0% 55.9% 71.6% 76.4% Net Sales (thousands of pesos)(6) 2,379,951 8,866,709 11,281,549 10,033,966 Margin Before Operating Expenses (thousands of pesos) (unaudited) 757,343 2,735,954 4,010,312 2,846,600 Margin Before Operating Expenses / Net Sales (unaudited) 31.82% 30.86% 35.5% 28.4% Adjusted Segment EBITDA(7) (thousands of pesos) 219,682 755,008 1,137,416 337,723 Adjusted Segment EBITDA Margin (unaudited)(8) 9.23% 8.52% 10.08% 3.37% Agro-Services and Sustainable Sourcing Segment Volume Bought from Farmers (tonnes) (unaudited) 1,189,447 4,849,597 5,112,811 5,447,172 Net Sales (thousands of pesos)(6) 1,308,571 6,844,547 7,957,749 3,085,951 Margin Before Operating Expenses (thousands of pesos) (unaudited) 277,358 2,108,639 1,826,463 1,406,056 Margin Before Operating Expenses / Net Sales (unaudited) 21.20% 30.81% 22.95% 45.56% Adjusted Segment EBITDA(7) (thousands of pesos) 65,594 901,159 570,550 534,643 Adjusted Segment EBITDA Margin (unaudited)(8) 5.01% 13.17% 7.17% 17.33% Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class B ordinary shares or ADSs. Before investing in our Class B ordinary shares or ADSs, you should read carefully

parsed_sections/prospectus_summary/2018/CIK0001718108_surface_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2018/CIK0001722854_vrio-corp_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2018/CIK0001724001_biosecurit_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This summary provides a brief overview of the key aspects of our offering. It may not contain all of the information that is important to you. You should read the entire Prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under Risk Factors, and our financial statements and their accompanying notes. In this Prospectus, Axelerex, we, our, the Company or the Registrant refer to Axelerex Corp., unless the context otherwise requires. Unless otherwise indicated, the term fiscal year refers to our fiscal year ending June 30. Unless otherwise indicated, the term common stock refers to shares of the Company s common stock, par value $0.001 per share. The Company Axelerex Corp. was incorporated in the State of Nevada on August 30, 2017. Our offices are located at 30 Fritz-Kirsch-Zeile, Berlin, 12459, Germany We are a startup company with limited earnings to date and nominal operations and assets with a focus on early-stage business activities such as proof of concept development, small production and promoting our products. We intend strongly to tap into the fast growing market of visual information exchange. Since incorporation, management has developed a detailed business plan to provide customers with unique and innovative solution for their advertising, training and presentation needs. Our initial product comes in a form of highly customized short animation created in a technique and style that would make it stand out amongst common products of this type. These short animations, produced by our company, will help our customers to deliver desired information with a punch and in memorable and complete manner. Our aim is to develop Axelerex Corp. in phases. The first phase of development will focus on design solutions. The second phase will be production and further development of new and ever more unique animation solutions. We have identified our target market and obtained initial funding from Mr. Peredkov (our President and Director). We will require additional funding in order to pursue our business objectives; there is no guarantee that we will be successful in this regard. We will need to complete our offering in order to cover an estimated $15,500 in federal securities law compliance costs which includes $10,000 in accounting and auditing costs for the 12 month period following the effectiveness of our registration statement. Currently, our President devotes approximately fifteen hours a week to the Company. We will require the funds from this offering in order to fully implement our business plan (as discussed in the "Plan of Operation" section of this Prospectus). Our financial statements from inception (August 30, 2017) through June 30, 2018 have reported revenue of $ 1,606 . We anticipate incurring average quarterly operational costs of about $5,000 until our offering is completed. Investors should be aware that our independent auditors have issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern for the next 12 months. We currently do not have any written agreements in place for any investments or loans from third parties. We must raise cash to implement our projects and expand our operations. Investors must be aware that we do not have sufficient capital to independently finance our own plans. We have no arrangements or contingencies in place in the event of ceased operations, in which case investors would lose their entire investment. The Offering We are offering, on a self-underwritten basis, a total of 10,000,000 shares of the common stock of our Company at a price of $0.01 per share. This is a fixed price Offering. This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. There is no minimum offering of the Axelerex shares; investors will not receive a return of their investment if all shares are not sold. 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 state where the offer or sale is not permitted. SUBJECT TO COMPLETION, dated _____ __, 2018 PRELIMINARY PROSPECTUS AXELEREX CORP. 10,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE This Prospectus relates to the offering by Axelerex Corp. ( Axelerex, we, our, the Company or the Registrant ) of a total of 10,000,000 shares (the Shares ) of our common stock on a "self-underwritten" basis at a fixed price of $0.01 per share. There is no minimum offering of the Axelerex shares. We are a new startup company with limited earnings focusing on early-stage business activities. This fact may impose some limitations on our shareholders ability to re-sell their shares in our company. Accordingly, investors should consider our shares to be a high-risk illiquid investment (see "Risk Factors" section). These securities involve a high degree of risk, and prospective purchasers should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities. Management will have sole control over company s accounts. We have not made arrangements to place the funds in an escrow account with a third party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process (see "Use of Proceeds" and "Plan of Distribution" sections) This is our initial public offering. Prior to this offering there has been no public market for our common stock and we have not applied for listing or quotation on any public market. After the effective date of the registration statement, we intend to list our common stock on the Over-The-Counter Bulletin Board (OTCBB), which is maintained by the Financial Industry Regulatory Authority, Inc. (FINRA). This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. Our President will market our common stock and offer / sell the securities on our behalf. This is the best effort direct participation offering that will not utilize broker-dealer arrangement. No Officer or Director will receive any compensation for her/his role in selling shares in the offering. Our Director and his affiliates have not acted as promoters nor do they have a controlling interest in any other companies prior to Axelerex Corp. (either viable or dormant). The Company is considered an emerging growth company as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

parsed_sections/prospectus_summary/2018/DBB_invesco_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This summary of material information contained or incorporated by reference in this Prospectus is intended for quick reference only and does not contain all of the information that may be important to you. For ease of reference, any references throughout this Prospectus to various actions taken by each of the Funds are actually actions that the Trust has taken on behalf of such respective Funds. The remainder of this Prospectus contains more detailed information. You should read the entire Prospectus, including the information incorporated by reference in this Prospectus, before deciding whether to invest in Shares of any Fund. Please see the section Incorporation by Reference of Certain Documents for information on how you can obtain the information that is incorporated by reference in this Prospectus. This Prospectus is dated November 15, 2018. The Trust and the Funds Invesco DB Multi-Sector Commodity Trust (the Trust ) was formed as a Delaware statutory trust, in seven separate series ( Funds ) on August 3, 2006. Each Fund issues common units of beneficial interest ( Shares ) which represent units of fractional undivided beneficial interest in and ownership of such Fund. The term of the Trust and each Fund is perpetual (unless terminated earlier in certain circumstances). The principal executive offices of the Trust and each Fund are located at c/o Invesco Capital Management LLC, 3500 Lacey Road, Suite 700, Downers Grove, IL 60515, and its telephone number is (800) 983-0903. As of the date of this Prospectus, the Trust consists of the following seven series Invesco DB Energy Fund, Invesco DB Oil Fund, Invesco DB Precious Metals Fund, Invesco DB Gold Fund, Invesco DB Silver Fund, Invesco DB Base Metals Fund and Invesco DB Agriculture Fund. This Prospectus is for each of the Funds listed in the prior sentence, except for Invesco DB Silver Fund and Invesco DB Agriculture Fund. Information regarding the offered Funds (including any other additional series of the Trust) and both Invesco DB Silver Fund and Invesco DB Agriculture Fund (neither of which is offered by this Prospectus) is available at www.invesco.com/ETFs. Shares Listed on the NYSE Arca The Shares of each Fund are listed on the NYSE Arca under the following symbols: Invesco DB Energy Fund DBE; Invesco DB Oil Fund DBO; Invesco DB Precious Metals Fund DBP; Invesco DB Gold Fund DGL; and Invesco DB Base Metals Fund DBB. Secondary market purchases and sales of Shares are subject to ordinary brokerage commissions and charges. Purchases and Sales in the Secondary Market on the NYSE Arca Individual Shares of each Fund may be purchased and sold only on the NYSE Arca. Because the Shares will trade at market prices, rather than the net asset value ( NAV ) of a Fund, Shares may trade at prices greater than NAV of such Fund (at a premium), at NAV, or less than NAV (at a discount). Baskets may be created or redeemed directly with each Fund only by Authorized Participants. It is expected that Baskets in a Fund will be created when the market price per Share in such Fund is at a premium to the NAV per Share. Similarly, it is expected that Baskets in a Fund will be redeemed when the market price per Share of such Fund is at a discount to the NAV per Share. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, on the NYSE Arca, at the market price per Share. The market price of the Shares of a Fund may not be identical to the NAV per Share, but these valuations are expected to be very close. Investors are able to use the intra-day indicative value ( IIV ) per Share to determine if they want to purchase in the secondary market via the NYSE Arca. The IIV per Share of each Fund is based on the prior day s final Table of Contents 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. (check one). Invesco DB Energy Fund 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. Invesco DB Oil Fund 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. Invesco DB Precious Metals Fund 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. Invesco DB Gold Fund 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. Invesco DB Base Metals Fund Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Securities being included in this registration statement Earlier Registration Statements Numbers Unsold Number of Shares from Earlier Registration Statement Offered1, Filing Fee paid for Unsold Shares1 Invesco DB Energy Fund Common Units of Beneficial Interest 333-209437-05 22,000,000 $31,635.25 Invesco DB Oil Fund Common Units of Beneficial Interest 333-209437-04 81,600,000 $75,270.06 Invesco DB Precious Metals Fund Common Units of Beneficial Interest 333-209437-01 22,400,000 $50,434.28 Invesco DB Gold Fund Common Units of Beneficial Interest 333-209437-02 15,400,000 $35,893.79 Invesco DB Base Metals Fund Common Units of Beneficial Interest 333-209437-03 27,000,000 $37,292.48 (1) Pursuant to the provisions of Rule 415(a)(6) under the Securities Act of 1933, as amended, the issuer is including on this new registration statement both the unsold Shares and the filing fees paid in connection with such unsold Shares that was covered by the earlier registration statements, as provided in the table above. The filing fees in the above table will continue to be applied to such unsold Shares. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Shares will trade at market prices, rather than the NAV of each Fund, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount). Authorized Participants will not receive from any Fund, the Managing Owner or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts. In addition, the Managing Owner pays a distribution services fee to Invesco Distributors, Inc. and pays a marketing services fee to Deutsche Investment Management Americas Inc. ( DIMA ) without reimbursement from the Trust or any Fund. For more information regarding items of compensation paid to Financial Industry Regulatory Authority, Inc. ( FINRA ) members, please see the Plan of Distribution section on page 128. These securities have not been approved or disapproved by the U.S Securities and Exchange Commission ( SEC ) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. None of the Funds is a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THESE POOLS NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. November 15, 2018 Table of Contents NAV, adjusted four times per minute throughout the trading day to reflect the price changes of the Fund s holdings. As a result, the IIV provides a continuously updated estimate of each Fund s NAV per Share. Retail investors may purchase and sell Shares through traditional brokerage accounts. Purchases or sales of Shares may be subject to brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. Pricing Information Available on the NYSE Arca and Other Sources The intra-day data, including the IIV, is published once every fifteen seconds throughout each trading day. The Index Sponsor (as defined herein) calculates and publishes the closing level of the Indexes daily. The Managing Owner publishes the NAV of each Fund and the NAV per Share of each Fund daily. All of the foregoing information is published as follows: Intra-Day Index Level Symbols and IIVs Per Share Symbols Invesco DB Energy Fund. The intra-day index level of the DBIQ-OY Energy ER is published under the symbol DBENIX. The IIV per Share of Invesco DB Energy Fund is published under the symbol DBE.IV. Invesco DB Oil Fund. The intra-day index level of the DBIQ-OY CL ER is published under the symbol DBOLIX. The IIV per Share of Invesco DB Oil Fund is published under the symbol DBO.IV. Invesco DB Precious Metals Fund. The intra-day index level of the DBIQ-OY Precious Metals ER is published under the symbol DBPMIX. The IIV per Share of Invesco DB Precious Metals Fund is published under the symbol DBP.IV. Invesco DB Gold Fund. The intra-day index level of the DBIQ-OY GC ER is published under the symbol DGLDIX. The IIV per Share of Invesco DB Gold Fund is published under the symbol DGL.IV. Invesco DB Base Metals Fund. The intra-day index level of the DBIQ-OY Industrial Metals ER is published under the symbol DBBMIX. The IIV per Share of Invesco DB Base Metals Fund is published under the symbol DBB.IV. The current trading price per Share of each Fund (quoted in U.S. dollars) is published continuously under its ticker symbol as trades occur throughout each trading day on the consolidated tape, Reuters and/or Bloomberg and on the Managing Owner s website at www. invesco.com/ETFs, or any successor thereto. The most recent end-of-day closing level of each Index is published under its own symbol as of the close of business for the NYSE Arca each trading day on the consolidated tape, Reuters and/or Bloomberg and on the Managing Owner s website at www.invesco.com/ETFs, or any successor thereto. The most recent end-of-day NAV of each Fund is published under its own symbol as of the close of business on Reuters and/or Bloomberg and on the Managing Owner s website at www.invesco.com/ETFs, or any successor thereto. In addition, the most recent end-of-day NAV of each Fund is published under its own symbol the following morning on the consolidated tape. End-of-Day Index Closing Level Symbols; End-of-Day NAV Symbols Invesco DB Energy Fund. The end-of-day closing level of the DBIQ-OY Energy ER is published under the symbol DBCMYEEN. The end-of-day NAV of Invesco DB Energy Fund is published under the symbol DBE.NV. Invesco DB Oil Fund. The end-of-day closing level of the DBIQ-OY CL ER is published under the symbol DBCMOCLE. The end-of-day NAV of Invesco DB Oil Fund is published under the symbol DBO.NV. Invesco DB Precious Metals Fund. The end-of-day closing level of the DBIQ-OY Precious Metals ER is published under the symbol Table of Contents COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THESE POOLS AT PAGE 81 AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 31. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN ANY OF THESE COMMODITY POOLS. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN ANY OF THESE COMMODITY POOLS, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 15 THROUGH 29. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST OR FUNDS. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C. THE FUNDS FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION. THE FILINGS OF THE TRUST AND FUNDS ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV. REGULATORY NOTICES NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION Table of Contents DBCMYEPM. The end-of-day NAV of Invesco DB Precious Metals Fund is published under the symbol DBP.NV. Invesco DB Gold Fund. The end-of-day closing level of the DBIQ-OY GC ER is published under the symbol DBCMOGCE. The end-of-day NAV of Invesco DB Gold Fund is published under the symbol DGL.NV. Invesco DB Base Metals Fund. The end-of-day closing level of the DBIQ-OY Industrial Metals ER is published under the symbol DBCMYEIM. The end-of-day NAV of Invesco DB Base Metals Fund is published under the symbol DBB.NV. All of the foregoing information with respect to each Index, including each Index s history, is also published at https://index.db.com. The Index Sponsor obtains information for inclusion in, or for use in the calculation of, the Indexes from sources the Index Sponsor considers reliable. None of the Index Sponsor, the Managing Owner, the Funds or any of their respective affiliates accepts responsibility for or guarantees the accuracy and/or completeness of any of the Indexes or any data included in any of the Indexes. Information on the Managing Owner s website shall not be deemed to be a part of this Prospectus or incorporated by reference herein unless otherwise expressly stated. CUSIP Numbers The CUSIP number of Invesco DB Energy Fund is 46140H304. The CUSIP number of Invesco DB Oil Fund is 46140H403. The CUSIP number of Invesco DB Precious Metals Fund is 46140H502. The CUSIP number of Invesco DB Gold Fund is 46140H601. The CUSIP number of Invesco DB Base Metals Fund is 46140H700.

parsed_sections/prospectus_summary/2018/OSS_one-stop_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2018/UXIN_uxin-ltd_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors," before deciding whether to invest in the ADSs. This prospectus contains information from an industry report dated May 11, 2018 commissioned by us and prepared by iResearch, an industry report dated February 5, 2018 commissioned by us and prepared by China Insights Consultancy, an industry survey dated April 2018 commission by us and prepared by Ipsos, each an independent research firm, to provide information regarding our industry and our market position. Overview We are the largest used car e-commerce platform in China in terms of both the number of transactions facilitated and total GMV in 2017, according to iResearch. As the destination for online used car transactions in China, we make it possible for consumers to buy cars from dealers, and for dealers to buy cars from other dealers and consumers, through an innovative integrated online and offline platform. Our mission is to enable people to buy the car of their choice. Both consumers and businesses in China face significant challenges in buying and selling used cars, such as access to a limited number of vehicles, incomplete and unreliable information about vehicles, and complex transaction processes. Our platform addresses these issues by enabling consumers and businesses to discover, evaluate and transact in used cars throughout China, providing a reliable and one-stop transaction experience. Our platform consists of two highly synergistic businesses: Uxin Used Car (" "): our 2C business catering to consumer buyers, primarily provides consumers with customized car recommendations, financing, title transfer, delivery, insurance referral, warranty and other related services; and Uxin Auction (" "): our 2B business catering to business buyers, primarily provides businesses with a comprehensive suite of solutions, helping them source vehicles, optimizing their turnover and facilitating cross-regional transactions. Since our founding, both Uxin Used Car and Uxin Auction have achieved significant success. They possessed market shares of 41% and 42% in terms of GMV in the online 2C and 2B used car markets in China in 2017, compared to 32% and 40% in 2016, respectively, according to iResearch. We have transformed used car commerce in China through our innovative integrated online and offline approach that addresses each step of the transaction and covers the entire value chain. Our highly scalable online platform allows sellers to reach a broad audience and ensures that users have access to an extensive nationwide selection of used cars. Our offline infrastructure allows us to provide services that are important to enabling transactions, such as the inspection, title transfer and delivery of vehicles, in-person consultation and other after-sale services. In particular, our inspection capabilities allow us to collect proprietary data, images and videos of vehicles and generate accurate car condition reports that allow for standardized comparisons, which are crucial to our users' online purchase decision-making processes. With a significant amount of data on buyers, sellers, vehicles and transactions on our platform, we are able to continue to innovate and improve our services to meet the varied needs of our users. Together, our services provide users with the superior experience and peace of mind that our brand embodies, in fact, our name Uxin (" ") translates to quality and trust in Chinese. AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Our comprehensive services are built upon a number of critical foundations, including proprietary technology and data analytics capabilities, an extensive service network and unique transaction enablement capabilities. Data and Technology: Our patented industry-leading car inspection system, Check Auto (" "), provides a comprehensive overview of a used car's condition, while our AI- and big data-driven Manhattan pricing engine evaluates a car's condition and provides buyers and sellers with pricing insights. Our Manhattan pricing engine also enables us to bottom forecast the residual value of vehicles. By leveraging both the Manhattan pricing engine and our proprietary Sunny risk control system, which makes credit assessments on prospective borrowers, we are able to effectively monitor car collateral and manage our risk exposure. Currently, our AI-enabled credit assessment system could automatically process approximately 80% of auto loan applications. In addition, based on the plethora of data we have on our users' browsing history, behavior and preferences, our Lingxi (" ") smart selection system provides highly personalized recommendations to consumers, making it more likely for them to find the car of their choice. Uxin Service Network: As of March 31, 2018, we had a nationwide network of over 670 service centers across more than 270 cities that provides consumer buyers and sellers with services and assistance at each step of the transaction cycle. We believe our physical presence in consumers' neighborhoods provides them with convenient access to our services, allowing us to further cement our relationship with them. We also operate seven regional transaction centers to support transactions in our 2B business. Uxin Transaction Enablement Capabilities: Our unique transaction enablement capabilities currently cover more than 200 cities and consist of our nationwide delivery and fulfillment network, title transfer services and industry-leading warranty program. Our title transfer service handles a potentially time-consuming and complex process for our buyers. Our warranty program provides consumers with comprehensive after-sale protection. We collaborate with a large number of third-party partners to provide financing products, insurance, and other services through our platform. For example, our financing partners assess buyers' credit and fund loans facilitated through our platform. This improves the transaction experience for our buyers and allows us to establish ongoing relationships with our customers to serve them for other after-sale needs including their next car purchase. As our platform grows, more buyers tend to attract more sellers, which in turn engages additional buyers across a broader selection of used cars, driving significant network effects. In addition, more buyers and sellers will attract more third-party service partners and expand the offerings on our platform, forming a more vibrant ecosystem. Since our inception in 2011, we have witnessed significant growth in our business. The total number of used cars sold through our platform has increased from 377,777 in 2016 to 634,317 in 2017, representing a 67.9% increase, and from 102,098 in the first three months of 2017 to 165,003 in the first three months of 2018, representing a 61.6% increase. The total GMV of our platform has grown from RMB26.0 billion in 2016 to RMB43.4 billion (US$6.9 billion) in 2017, representing a 67.0% increase, and from RMB7.9 billion in the first three months of 2017 to RMB11.6 billion (US$1.9 billion) in the first three months of 2018, representing a 47.8% increase. We generate revenues primarily through fees for transaction facilitation and auto loan facilitation services. Our total revenues grew to RMB1,951.4 million (US$298.6 million) in 2017, representing an increase of 136.7% from 2016. For the three months ended March 31, 2018, our total revenues was RMB649.4 million (US$103.3 million), representing an increase of 93.2% over the same period in 2017. Our net loss was RMB2,747.8 million (US$420.5 million) in 2017, compared to RMB1,392.9 million in 2016. Our net loss was RMB839.4 million (US$133.5 million) in the first three months of 2018, compared to RMB510.8 million in the first three months of 2017. Our adjusted net loss, a non-GAAP measure defined as net loss excluding share-based compensation and fair value change of derivative Uxin Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Table of Contents liabilities was RMB1,696.1 million (US$259.6 million) in 2017, compared to RMB1,050.4 million in 2016, and RMB478.0 million (US$76.0 million) in the first three months of 2018, compared to RMB430.4 million in the first three months of 2017. See "Summary Consolidated Financial and Operating Data Non-GAAP Financial Measure." Our Strengths We believe that the following competitive strengths contribute to our success and differentiate us from our competitors: largest used car e-commerce platform in China; innovative integrated online and offline business model; superior transaction experience; transaction-centric platform with multiple service opportunities; strong data analytics capabilities and proprietary technology; and visionary and experienced management team with proven track record. Our Strategies We intend to execute the following strategies to further expand our business: continue to expand nationwide footprint; further improve user experience; capture additional service opportunities; reinforce technology leadership through innovation; and selectively pursue strategic alliance, investment and acquisition opportunities. Our Challenges Our ability to achieve our mission and execute our strategies is subject to risks and uncertainties, including those relating to our ability to: provide differentiated and superior customer experience; maintain and enhance customer trust in our platform; compete successfully; assess and mitigate various risks, including credit; achieve profitability and generate positive operating cash flow; manage our rapid growth and implement our business strategies; maintain and expand relationships with our business partners, including financing partners; comply with applicable laws and regulations; and maintain and upgrade our technology capabilities. See

parsed_sections/prospectus_summary/2020/ABNB_airbnb-inc_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ Prospectus Summary This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Airbnb, the company, we, us, and our in this prospectus refer to Airbnb, Inc. and its consolidated subsidiaries. Airbnb, Inc. We are eager to tell you the story of Airbnb. Before we start, we want to acknowledge the serious impact of the COVID-19 pandemic on people s health, safety, and economic well-being. Given this backdrop, we feel incredibly fortunate to be able to tell our story. In it, we will explain how we are addressing today s challenges, as well as how we are focusing on the opportunities ahead. Our goal is to build an enduring business, and we want to tell you about it, starting at the beginning. The Beginning Airbnb started with two designers trying to solve a problem: how to pay their rent. The year was 2007. Brian and Joe two of our founders and friends from design school were looking for a way to cover the cost of their San Francisco apartment. That week, they saw an opportunity. An international design conference was coming to town, and every hotel was sold out. They quickly created a website, AirBedandBreakfast.com, with the hope of renting airbeds in their apartment to attendees of the conference. Three designers, Michael, Kat, and Amol, took them up on their offer and became the first guests of Brian and Joe, our first hosts. When Brian and Joe told people what they were doing, they thought the idea sounded crazy. Strangers will never stay in each other s homes, they said. But something unexpected happened that first weekend. Brian and Joe treated their guests like old friends from out of town, connecting them to a unique slice of San Francisco that they could never have experienced on their own. Michael, Kat, and Amol came as outsiders, but left feeling like locals. The experience left Brian and Joe feeling something special too the excitement of sharing the city they loved and seeing their guests form a deep connection to it. Brian and Joe started thinking: maybe there were more people like Michael, Kat, and Amol who would like to travel this way and more people who would like to host this way. These are the ideas that Airbnb was founded on. In 2008, Nate, a software engineer, joined Brian and Joe, and together the three founders took on a bigger design problem: how do you make strangers feel comfortable enough to stay in each other s Table of Contents Subject to Completion, dated December 7, 2020 The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Class A Common Stock 51,551,723 Shares This is an initial public offering of shares of Class A common stock of Airbnb, Inc. We are offering 50,000,000 shares of our Class A common stock. The selling stockholders identified in this prospectus are offering 1,551,723 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $56.00 and $60.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol ABNB. We have four series of common stock, Class A, Class B, Class C, and Class H common stock (collectively, our common stock ). The rights of holders of Class A, Class B, Class C, and Class H common stock are identical, except voting and conversion rights, and with respect to our Class H common stock, redemption rights. Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock, each share of Class C common stock is entitled to no votes, and each share of Class H common stock is entitled to no votes and will convert into a share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not our subsidiary. Holders of our outstanding shares of Class B common stock will beneficially own 81.6% of our outstanding capital stock and represent 99.0% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates beneficially owning 49.0% of our outstanding capital stock as a group, representing approximately 58.8% of the voting power. See the section titled Description of Capital Stock. Investing in our Class A common stock involves risks. See the section titled Risk Factors beginning on page 31. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us, before expenses $ $ Proceeds to selling stockholders, before expenses $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 3,500,000 shares of Class A common stock, or up to 7.0% of the shares offered by us in this offering, for sale at the initial public offering price through a directed share program to eligible hosts on our platform and certain individuals identified by our officers and directors. See the section titled Underwriting Directed Share Program. We have granted to the underwriters the option for a period of 30 days to purchase up to an additional 5,000,000 shares of Class A common stock from us on the same terms as set forth above. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2020. Morgan Stanley Goldman Sachs & Co. LLC Allen & Company LLC BofA Securities Barclays Citigroup BNP PARIBAS Mizuho Securities Credit Suisse Deutsche Bank Securities Jefferies Wells Fargo Securities Baird Canaccord Genuity Cowen D.A. Davidson & Co. JMP Securities KeyBanc Capital Markets Needham & Company Oppenheimer & Co. Piper Sandler Raymond James Stifel Wedbush Securities William Blair Academy Securities Blaylock Van, LLC CastleOak Securities, L.P. C.L. King & Associates Guzman & Company Loop Capital Markets MFR Securities, Inc. Mischler Financial Group, Inc. Ramirez & Co., Inc. Siebert Williams Shank Telsey Advisory Group Tigress Financial Partners Prospectus dated , 2020 Table of Contents homes? The key was trust. The solution they designed combined host and guest profiles, integrated messaging, two-way reviews, and secure payments built on a technology platform that unlocked trust, and eventually led to hosting at a global scale that was unimaginable at the time. 13 Years Later Today, the idea does not seem so crazy after all. Our more than 4 million hosts now offer everything from a private room in their home to luxury villas, from one night to several months at a time. Hosting has expanded from homes to now include experiences that can be taken in cities all over the world, or even online. In more than 220 countries and regions around the world, our hosts have welcomed over 825 million guest arrivals and have cumulatively earned over $110 billion. Airbnb has become synonymous with one-of-a-kind travel on a global scale. Looking back over the past 13 years, we have done something we hope is even more meaningful: we have helped millions of people satisfy a fundamental human need for connection. And it is through this connection that people can experience a greater sense of belonging. This is at the root of what brought people to Airbnb and is what continues to bring people back. A New Category Travel is one of the world s largest industries, and its approach has become commoditized. The travel industry has scaled by offering standardized accommodations in crowded hotel districts and frequently-visited landmarks and attractions. This one-size-fits-all approach has limited how much of the world a person can access, and as a result, guests are often left feeling like outsiders in the places they visit. Airbnb has enabled home sharing at a global scale and created a new category of travel. Instead of traveling like tourists and feeling like outsiders, guests on Airbnb can stay in neighborhoods where people live, have authentic experiences, live like locals, and spend time with locals in approximately 100,000 cities around the world. In our early days, we described this new type of travel with the tagline Travel like a human. Today, people simply refer to it with a single word: Airbnb. Hosting is at the Center Hosting is the foundation of the Airbnb experience. Airbnb enables hosts to provide guests access to a vast world of unique homes and experiences that were previously inaccessible, or even undiscovered. The role of the host is about more than opening their door. A great host enables guests to find a deeper connection to the places they visit and the people who live there. What began with our hosts sharing their spare bedrooms on Airbnb in a few large cities has grown into hosts listing spaces of all kinds, in communities of all sizes, in nearly every corner of the world. Today, hosts even share their interests and talents through Airbnb Experiences. We believe that we have just scratched the surface of the opportunities that hosting provides. There are many more ways people will want to connect with each other and the world around them, and so we will continue to design and enable new ways to host. No matter what form it takes, hosting will be at the center of Airbnb. Table of Contents In the beginning, two friends opened their door. Table of Contents Guests are Members of Our Community Our hosts have welcomed hundreds of millions of guest arrivals through Airbnb. Our guests are not transactions they are engaged, contributing members of our community. Once they become a part of Airbnb, guests actively participate in our community, return regularly to our platform to book again, and recommend Airbnb to others who then join themselves. This demand encourages new hosts to join, which in turn attracts even more guests. It is a virtuous cycle guests attract hosts, and hosts attract guests. A Resilient Model In early 2020, as COVID-19 disrupted travel across the world, Airbnb s business declined significantly. But within two months, our business model started to rebound even with limited international travel, demonstrating its resilience. People wanted to get out of their homes and yearned to travel, but they did not want to go far or to be in crowded hotel lobbies. Domestic travel quickly rebounded on Airbnb around the world as millions of guests took trips closer to home. Stays of longer than a few days started increasing as work-from-home became work-from-any-home on Airbnb. We believe that the lines between travel and living are blurring, and the global pandemic has accelerated the ability to live anywhere. Our platform has proven adaptable to serve these new ways of traveling. And just as when Airbnb started during the Great Recession of 2008, we believe that people will continue to turn to hosting to earn extra income. In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, we do not believe it is possible to predict COVID-19 s cumulative and ultimate impact on our future business, results of operations, and financial condition. COVID-19 has materially adversely affected our recent operating and financial results and is continuing to materially adversely impact our long-term operating and financial results. However, we believe that as the world recovers from this pandemic, Airbnb will be a vital source of economic empowerment for millions of people. We have experienced rapid growth since our founding. In 2019, we generated Gross Booking Value ( GBV ) of $38.0 billion, representing growth of 29% from $29.4 billion in 2018, and revenue of $4.8 billion, representing growth of 32% from $3.7 billion in 2018. During the nine months ended September 30, 2020, our business was materially impacted by the global COVID-19 pandemic, with GBV of $18.0 billion, down 39% year over year and revenue of $2.5 billion, down 32% year over year. We generated $1.0 billion of net cash provided by operating activities and incurred $507.0 million of purchases of property and equipment cumulatively from January 1, 2011 through December 31, 2019, resulting in cumulative positive Free Cash Flow of $520.1 million during the same period. We believe that we are still early in the global shift in consumer preferences toward one-of-a-kind stays and experiences, which provides an opportunity to further grow our community and business. As a result, we have consistently reinvested the Free Cash Flow that we have generated to meet our business needs and expand our operations. During 2019, net cash provided by operating activities was $222.7 million and Free Cash Flow was $97.3 million, compared to net cash provided by operating activities of $595.6 million and Free Cash Flow of $504.9 million in 2018. In addition, during 2019, we had a net loss of $674.3 million and Adjusted EBITDA of $(253.3) million, compared to a net loss of $16.9 million and Adjusted EBITDA of $170.6 million in 2018. During the nine months ended Table of Contents Brian and Joe, our first hosts. Table of Contents September 30, 2020, our business was materially impacted by COVID-19, with net cash used in operating activities of $490.6 million, a decrease of $909.7 million year over year; Free Cash Flow of $(520.1) million, a decrease of $839.9 million year over year; net loss of $696.9 million, a decrease of $374.1 million year over year; and Adjusted EBITDA of $(230.2) million, a decrease of $253.3 million year over year. See the section titled Selected Consolidated Financial and Other Data Non-GAAP Financial Measures for a reconciliation of Adjusted EBITDA and Free Cash Flow to net loss and net cash provided by (used in) operating activities, respectively, the most directly comparable financial measures calculated in accordance with U.S. generally accepted accounting principles ( GAAP ). Serving Our Stakeholders Airbnb has five stakeholders and is designed with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live. We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive. Below, we will share more about our hosts, our guests, our communities, and how we serve them. Our Hosts Who are our hosts? Airbnb s hosts are the foundation of our community and business. It is their individuality that makes Airbnb unique. From schoolteachers to artists, our hosts span more than 220 countries and regions and approximately 100,000 cities, and 55% of our hosts are women. As of September 30, 2020, we had over 4 million hosts around the world, with 86% of hosts located outside of the United States. Our hosts had 7.4 million available listings of homes and experiences as of September 30, 2020, of which 5.6 million were active listings. We consider a listing of a home or an experience to be an active listing if it is viewable on Airbnb and has been previously booked at least once on Airbnb. In 2019, 84% of our revenue resulted from stays with existing hosts who had completed at least one guest check-in event (a check-in ) on or before December 31, 2018. Our hosts largely come to us organically with 75% of our hosts coming directly to our platform to sign up to host in 2019. In 2019, we added more hosts than any year in our history with 23% of our new hosts first starting out as guests on Airbnb. Why do they host? Our hosts have multiple motivations for hosting on Airbnb: Hosts can earn extra income. In a 2019 survey of hosts that we conducted, half of our hosts told us that the supplemental income they generated helped them afford to stay in their homes. Hosts can connect guests to their communities. In the same survey, of the hosts who made recommendations, 87% said that they recommend local restaurants and cafes to their guests, and 82% said they recommend businesses that are locally owned. Table of Contents Table of Contents Hosts can share their skills and passions. Airbnb Experiences allow our hosts to not only share their homes with guests, but also their skills and passions by offering authentic activities in over 1,000 cities around the world. What do we provide our hosts? Airbnb is more than just a distribution channel we are an enablement platform for our more than 4 million hosts. We have designed our platform to empower anyone to become a host and give them what they need to be successful and deliver a high quality experience. Global demand. Because of strong demand from guests around the world, for active listings in 2019 that were new to our platform, 50% received a booking within 4 days of becoming available, and 75% received a booking within 16 days of becoming available. Activation and merchandising. Our product makes it easy for a new host to create, activate, and merchandise their new listing, and we also provide recommendations and tools for hosts to attract incremental demand. Pricing. While hosts set their own prices, we provide hosts with Smart Pricing tools that suggest prices for their listings, and we also provide data insights that include how host occupancy rates compare to other listings on our platform. Scheduling. Hosts can easily manage their calendars and accept, track, and manage their upcoming reservations on our website and mobile apps. Payments. We facilitate all payments on our platform: collecting payments from guests and processing payments to hosts. We also provide tools to hosts to manage and track their earnings. Community support. We have a global community support team to help with issues that arise before, during, or after a stay or experience. Host protections. Our host protections include property damage protection and liability coverage. In addition, our trust and safety initiatives include risk scoring, watchlist and background checks, fraud and scam prevention, secure messaging, secure payments, and minimum age requirements. Reviews and feedback. Our platform builds trust by enabling hosts and guests to learn from each other through the reviews they leave following each stay or experience. Superhost program. Our Superhost program recognizes our most active and high-quality hosts. Superhosts typically enjoy higher occupancy rates because guests value the hospitality, quality, and reliability they offer. Our Guests Who are our guests? From young people to retirees, our guests come from a range of cultures and places. They seek everything from budget stays to luxury accommodations in large cities to remote villages. What they often have in common is a curiosity about the world and open-mindedness to other people and cultures. Table of Contents Thirteen years later, four million Airbnb hosts have opened theirs. Table of Contents In 2019, 54 million active bookers worldwide booked 327 million nights and experiences on our platform, and since our founding, there have been over 825 million guest arrivals on Airbnb. Most of our guests discover Airbnb organically, with approximately 91% of all traffic to Airbnb coming through direct or unpaid channels during the nine months ended September 30, 2020. Guests are highly engaged and contribute value for hosts and other guests: over 68% of guests left reviews of their stays in 2019, and collectively, hosts and guests have written more than 430 million cumulative reviews as of September 30, 2020. Many of these guests return to our platform; during 2019, 69% of our revenue was generated by stays from repeat guests. Why do guests choose Airbnb? Guests can be hosted. Whether guests stay with a host or have a home all to themselves, they can experience the cities they visit the same way locals do. Guests can visit real neighborhoods. From visiting local neighborhood coffeehouses, shops, grocers, restaurants, bakeries, parks, hikes, and bike paths, guests can feel like part of a local community and discover a world right outside their door. Guests can stay in unique spaces. We believe we offer more unique homes than any other platform and that the majority of our listings, from igloos to treehouses, and castles to boats, are only available on Airbnb. Guests can feel at home. Spaces on Airbnb have all the amenities of a place you can call home, such as living rooms, kitchens, and backyards. Guests can find superior value. Based on our survey data, a majority of guests tell us they choose Airbnb to save money while traveling, as listings on Airbnb often provide greater value through more space and amenities than options like chain hotels that typically provide only single rooms. Guests can take any type of trip. From nearby stays to international vacations, family gatherings to corporate meetings, and weekend getaways to multi-month stays, Airbnb offers a wide range of accommodations for all types of trips. Guests can stay anywhere. Our hosts offer listings for guests in approximately 100,000 cities, many of which are not served by hotels, and according to a report that we commissioned in 2018, even in popular destinations, at least two-thirds of our guest arrivals take place outside of traditional tourist districts. Guests can have authentic experiences. From making handmade pasta in Rome to studying music history in Havana, Airbnb Experiences offer tens of thousands of experiences in communities around the world. Guests can rely on a trusted platform. Guests can rely on reviews to give them confidence about what they are booking, community support to help with issues arising before, during, or after a stay or experience, as well as our guest refund policy that Airbnb will rebook or refund a guest if a listing does not meet our hosting standards. Table of Contents Table of Contents Page Prospectus Summary 1

parsed_sections/prospectus_summary/2020/ACEL_accel_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ Table of Contents sports betting, sweepstakes and poker machines not located in casinos, horse racetracks, including those featuring slot machines and/or table games, fantasy sports, real money iGaming, and other forms of gaming, such as, Internet-based lotteries, sweepstakes, and fantasy sports, and Internet-based or mobile-based gaming platforms, which allow their players to wager on a wide variety of sporting events and/or play casino games from home or in non-casino settings. This could divert players from using Accel s products in licensed establishment partners, and adversely affect its business. Even Internet wagering services that are illegal under federal and state law but operate from overseas locations, may nevertheless be accessible to domestic gamblers and divert players from visiting licensed establishment partners to play on Accel s VGTs. The availability of competing gaming activities could increase substantially in the future. Voters and state legislatures may seek to supplement traditional tax revenue sources of state governments by authorizing or expanding gaming in Illinois, adjacent states or jurisdictions where Accel plans to operate in the future, such as Pennsylvania or Georgia. For example, on June 2, 2019, the Illinois legislature passed a significant gaming expansion bill authorizing the addition of multiple casinos to the state, including a casino in Chicago, permitting slot and table games at three horse racetracks, adding slot machines to two airports and creating licensing criteria for those eligible to provide sports betting services. In addition, other jurisdictions are considering or have already recently legalized, implemented and expanded gaming, and there are proposals across the country that would legalize Internet poker and other varieties of Internet gaming in a number of states and at the federal level. For example, Pennsylvania recently enacted legislation allowing regulated online poker and casino-style games within the commonwealth and legalizing sports betting in casinos. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations (including VGTs). See Accel s revenue growth and future success depends on its ability to expand into new markets, including Pennsylvania, which may not occur as anticipated or at all for more information. While Accel believes it is well positioned to take advantage of certain of these opportunities, expansion of gaming in other jurisdictions (both legal and illegal) could further compete with Accel s VGTs, which could have an adverse impact on Accel s results of operations, cash flows and financial condition. The concentration and evolution of the VGT manufacturing industry could impose additional costs on Accel. A majority of Accel s revenue is attributable to VGTs and related systems supplied by it at licensed establishment partners. A substantial majority of the VGTs sold in the U.S. in recent years have been manufactured by a few select companies, and there has been extensive consolidation within the gaming equipment sector in recent years, including the acquisitions of Bally Technologies, Inc. (which had acquired SHFL Entertainment, Inc.) and WMS Industries, Inc. by Scientific Games Corporation ( Scientific Games ) and International Game Technology PLC by GTECH S.p.A, respectively. Consolidation may force Accel to enter into purchase arrangements for new VGTs that are more expensive to operate than its existing VGTs. If the newer VGTs do not result in sufficient incremental revenues to offset the potential increased investment and costs, it could damage Accel s profitability. In the event that Accel loses a supplier, it may be unable to replace such supplier, and Accel s remaining suppliers may increase fees and costs. See An increase in Accel s borrowing costs would negatively affect its financial condition, cash flow and results of operations . Accel s operations are largely dependent on the skill and experience of its management and key personnel. The loss of management and other key personnel could significantly harm Accel s business, and it may not be able to effectively replace members of management who may leave Accel. Accel s success and competitive position are largely dependent upon, among other things, the efforts and skills of its senior executives and management team, including Andrew H. Rubenstein as the Chief Executive Officer and President, Karl Peterson as Chairman of the Company Board, Brian Carroll as Chief Financial Officer and Derek Harmer as General Counsel, Chief Compliance Officer and Secretary. Although Accel has entered into employment agreements with senior executives and key personnel, there can be no assurance that these Table of Contents individuals will remain employed. If Accel loses the services of any members of its management team or other key personnel, its business may be significantly impaired. Accel relies on assumptions and estimates to calculate certain key metrics, and real or perceived inaccuracies in such metrics may harm its reputation and negatively affect its business. Accel regularly reviews metrics, including the number of players and other measures, to evaluate growth trends, measure performance and make strategic decisions. Additionally, Accel commits significant amounts of resources and employee time to understanding the inherent historical patterns of gaming results within individual licensed establishment partners. Accel uses this pattern recognition process to implement more optimal gaming layouts for licensed establishment partners, with the goal of generating increased gaming revenue. Certain of Accel s key metrics, including the average post-acquisition net video gaming revenue per VGT per day ( hold-per-day ) and a number of other measures to evaluate growth trends and the quality of marketing and player behaviors, are calculated using data from Scientific Games, a contractor of the IGB. Scientific Games and the IGB may calculate certain metrics differently, which could limit the comparability of Accel s key metrics and those of its competitors, who may use a different methodology to calculate similar metrics. For example, the IGB calculates average hold-per-day and other metrics using the number of VGTs that are active at the end of a given month, while Scientific Games uses the number of VGTs that are active at least one day during a month. See Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics for more information. While Accel believe these figures to be reasonable and that its reliance on them is justified, there can be no assurance that such figures are reliable or accurate. Should Accel decide to review these or other figures, it may discover material inaccuracies, including unexpected errors in its internal data that result from technical or other errors. If Accel determines that any of its metrics are not accurate, they may be required to revise or cease reporting such metrics and such changes may harm Accel s reputation and business. Accel is subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may limit existing operations, have an adverse impact on the ability to grow or may expose Accel to fines or other penalties. Accel is subject to the rules, regulations, and laws applicable to gaming, including, but not limited to, the Illinois Video Gaming Act, the Pennsylvania Gaming Act and the Georgia Lottery for Education Act. These gaming laws and related regulations are administered by the IGB and PA Board, respectively, which are regulatory boards with broad authority to create and interpret gaming regulations and to regulate gaming activities. These gaming authorities are authorized to: adopt additional rules and regulations under the implementing statutes; investigate violations of gaming regulations; enforce gaming regulations and impose disciplinary sanctions for violations of such laws, including fines, penalties and revocation of gaming licenses; review the character and fitness of manufacturers, distributors and operators of gaming services and equipment and make determinations regarding their suitability or qualification for licensure; review and approve transactions (such as acquisitions, material commercial transactions, securities offerings and debt transactions); and establish and collect related fees and/or taxes. Although Accel plans to maintain compliance with applicable laws as they evolve and to generally maintain good relations with regulators, there can be no assurance that Accel will do so, and that law enforcement or gaming regulatory authorities will not seek to restrict Accel s business in their jurisdictions or institute enforcement Table of Contents proceedings if Accel is not compliant. There can be no assurance that any instituted enforcement proceedings will be favorably resolved, or that such proceedings will not have an adverse effect on its ability to retain and renew existing licenses or to obtain new licenses in other jurisdictions. Gaming authorities may levy fines against Accel or seize certain assets if Accel violates gaming regulations. Accel s reputation may also be damaged by any legal or regulatory investigation, regardless of whether Accel is ultimately accused of, or found to have committed, any violation. A negative regulatory finding or ruling in one jurisdiction could have adverse consequences in other jurisdictions, including with gaming regulators. In addition to regulatory compliance risk, Illinois, Pennsylvania, Georgia or any other states or other jurisdiction in which Accel operates or may operate (including jurisdictions at the county, district, municipal, town or borough level), certain jurisdictions may amend or repeal gaming enabling legislation or regulations. Changes to gaming enabling legislation or new interpretations of existing gaming laws may hinder or prevent Accel from continuing to operate in the jurisdictions where it currently conducts business, which could increase operating expenses and compliance costs or decrease the profitability of operations. Repeal of gaming enabling legislation could result in losses of capital investments and revenue, limit future growth opportunities and have an adverse effect on Accel s results of operations, cash flows and financial condition. If any jurisdiction in which Accel operates were to repeal gaming enabling legislation, there could be no assurance that Accel could sufficiently increase revenue in other markets to maintain operations or service existing indebtedness. In particular, the enactment of unfavorable legislation or government efforts affecting or directed at VGT manufacturers or gaming operators, such as referendums to increase gaming taxes or requirements to use local distributors, would likely have a negative impact on operations. For example, the Illinois legislature has recently approved a gaming expansion bill that, in addition to providing for an increased number of possible gaming venues, also increases Illinois state tax on gaming revenue. Additionally, membership changes within regulatory agencies could impact operations. The IGB in particular has experienced significant personnel changes since the commencement of Accel s VGT operations in 2012. Changes in the composition of the IGB can impact current rules, regulations, policies, enforcement trends and overall agendas of the IGB. Accel is obligated to develop and maintain proper and effective internal control over financial reporting. Accel has identified three material weaknesses in its internal control over financial reporting and if remediation of these material weaknesses is not effective, or if Accel fails to develop and maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired and its reputation and business could be adversely affected. In addition, the presence of material weaknesses increases the risk of material misstatement of the consolidated financial statements. Accel is currently a public company and is required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting on its Annual Report on Form 10-K. Effective internal control over financial reporting is necessary for reliable financial reports and, together with adequate disclosure controls and procedures, such internal controls are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause Accel to fail to meet its reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could have a negative effect on the trading price of our Class A-1 common stock. The report by management will need to include disclosure of any material weaknesses identified in internal control over financial reporting. However, for as long as Accel is an emerging growth company under the Jumpstart Our Business Startups Act of 2012 ( JOBS Act ) following the consummation of the Business Combination, its independent registered public accounting firm will not be required to attest to the effectiveness of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ). Management s assessment of internal controls, when implemented, could detect problems with internal controls, and an independent assessment of the effectiveness of internal controls by Accel s auditors could detect further problems that management s assessment might not, and could result in the Table of Contents identification of material weaknesses that were not otherwise identified. Undetected material weaknesses in internal controls could lead to financial statement restatements and require Accel to incur the expense of remediation. In connection with the preparation of its consolidated financial statements for 2018, Accel identified a number of adjustments to its consolidated financial statements that resulted in a restatement of previously issued financial statements. These adjustments related to accounting for business acquisitions and subsequent accounting, accounting for route and customer acquisition costs and related liabilities, classification of items on the consolidated statements of stockholders equity and cash flows, accounting for income taxes, and other miscellaneous adjustments. Accel identified the cause of these adjustments was due to three material weaknesses in internal controls. A material weakness is a deficiency or combination of deficiencies in its internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its consolidated financial statements would not be prevented or detected on a timely basis. This deficiency could result in additional misstatements to its consolidated financial statements that would be material and would not be prevented or detected on a timely basis. The following three material weaknesses in internal control over financial reporting were identified, which are not remediated as of December 31, 2019, or currently: a material weakness related to review of the consolidated financial statements and certain of the associated accounting analyses, journal entries and accounting reconciliations due, in part, to the lack of formally documented accounting policies and procedures, as well as headcount necessary to support consistent, timely and accurate financial reporting in accordance with U.S. GAAP; a material weakness in the design and implementation of internal controls relating to business combination accounting and route and customer acquisition cost accounting due to the absence of formalized internal controls surrounding the determination of the fair value for assets acquired and liabilities assumed in business combinations, the accounting for initial route and customer acquisition costs and the accounting for such assets; and a material weakness related to general information technology controls including the design and implementation of access and change management internal controls. Accel has begun evaluating and implementing additional processes, procedures and internal controls in order to remediate these material weaknesses, however, it cannot assure you that these or other measures will fully remediate the material weaknesses in a timely manner. As part of the remediation plan to address the material weakness identified above, Accel has hired additional accounting and finance employees with the specific technical accounting and financial reporting experience necessary for a public company. Accel has hired these personnel after considering the appropriateness of each individual s experience and believe that these personnel are qualified to serve in their current respective roles. In addition, Accel has begun to implement more formal accounting policies and procedures to support timely and accurate financial reporting in accordance with GAAP. Accel will continue to assess the adequacy of its accounting and finance personnel and resources, and will add additional personnel, as well as adjust its resources, as necessary, commensurate with any increase in the size and complexity of its business. Accel also increased the depth and level of review procedures with regard to financial reporting and internal control procedures. If Accel is unable to remediate these material weaknesses, or otherwise maintain effective internal control over financial reporting, it may not be able to report its financial results accurately, prevent fraud or file its periodic reports in a timely manner. If Accel s remediation of these material weaknesses is not effective, if Accel s independent registered public accounting firm is unable to express an opinion on the effectiveness of its internal control or if it experiences additional material weaknesses or otherwise fails to maintain an effective system of internal controls in the future, it may not be able to accurately or timely report its financial condition or results of operations, which may cause Accel to become subject to investigation or sanctions by the SEC or adversely affect investor confidence in Accel and, as a result, the value of our Class A-1 common stock. There can be no assurance that all existing material weaknesses have been Table of Contents identified, or that additional material weaknesses will not be identified in the future. In addition, if Accel is unable to continue to meet its financial reporting obligations following the consummation of the Business Combination, it may not be able to remain listed on the NYSE. Accel may be liable for product defects or other claims relating to its products that it provides to its licensed establishment partners. The products that Accel provides to its licensed establishment partners could be defective, fail to perform as designed or otherwise cause harm to players or licensed establishment partners. If any of the products Accel provides are defective, Accel may be required to recall the products and/or repair or replace them, which could result in substantial expenses and affect profitability. In the event of any repair or recall, Accel could be dependent on the services, responsiveness or product stock of key suppliers, and any delay in their ability to resupply or assist in servicing key products could affect its ability to maintain the VGTs in licensed establishment partners. Any problem with the performance of Accel s products could harm its reputation, which could result in a loss of existing or potential licensed establishments and players. In addition, the occurrence of errors in, or fraudulent manipulation of, Accel s products or software may give rise to claims by licensed establishment partners or by players, including claims by licensed establishment partners for lost revenues and related litigation that could result in significant liability. Any claims brought against Accel by licensed establishment partners or players may result in the diversion of management s time and attention, expenditure of large amounts of cash on legal fees and payment of damages, lower demand for products or services, or injury to reputation. Accel s insurance or recourse against other parties may not sufficiently cover a judgment against it or a settlement payment, and any insurance payment is subject to customary deductibles, limits and exclusions. In addition, a judgment against Accel or a settlement could make it difficult for it to obtain insurance in the coverage amounts necessary to adequately insure its businesses, or at all, and could materially increase insurance premiums and deductibles. Software bugs or malfunctions, errors in distribution or installation of Accel s software, failure of products to perform as approved by the appropriate regulatory bodies or other errors or malfunctions, may subject Accel to investigation or other action by gaming regulatory authorities, including fines. Litigation may adversely affect Accel s business, results of operations, cash flows and financial condition. Accel may become subject to litigation claims in the operation of its business, including, but not limited to, with respect to employee matters, alleged product and system malfunctions, alleged intellectual property infringement and claims relating to contracts, licenses and strategic investments. Accel may incur significant expense defending or settling any such litigation. Additionally, adverse judgments that may be decided against Accel could result in significant monetary damages or injunctive relief that could adversely affect Accel s ability to conduct business, its results of operations, cash flows and financial condition. See Business Legal Proceedings for more information. Accel s results of operations, cash flows and financial condition could be affected by natural events in the locations in which it or its licensed establishment partners, suppliers or regulators operate. Accel may be impacted by severe weather and other geological events, including hurricanes, tornados, earthquakes, floods or tsunamis that could disrupt operations or the operations of its licensed establishment partners, suppliers, data service providers and regulators. Natural disasters or other disruptions at any of Accel s facilities or suppliers facilities may impair or delay the operation, development, provisions or delivery of its products and services. Additionally, disruptions experienced by Accel s regulators due to natural disasters or otherwise could delay the introduction of new products or entry into new jurisdictions where regulatory approval is necessary. While Accel insures against certain business interruption risks, there can be no assurance that such insurance will adequately compensate for any losses incurred as a result of natural or other disasters. Any serious disruption to Accel s operations, or those of its licensed establishment partners, suppliers, data service providers, or regulators, could have an adverse effect on Accel s results of operations, cash flows and financial condition. Table of Contents If Accel s estimates or judgments relating to critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, its operating results could be adversely affected. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. Accel bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, as provided in Management s Discussion and Analysis of Financial Condition and Results of Operations . The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity as of the date of the financial statements, and the amount of revenue and expenses, during the periods presented, that are not readily apparent from other sources. Significant assumptions and estimates used in preparing consolidated financial statements include among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing share-based compensation expense. Accel s operating results may be adversely affected if assumptions change or if actual circumstances differ from assumed circumstances, which could cause its operating results to fall below the expectations of industry or financial analysts and investors, resulting in a decline in the trading price of its common stock. Additionally, Accel regularly monitors compliance with applicable financial reporting standards and reviews relevant new accounting pronouncements and drafts thereof. As a result of new standards, changes to existing standards, and changes in interpretation, Accel may be required to change accounting policies, alter operational policies and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or it may be required to restate published financial statements. Such changes to existing standards or changes in their interpretation may cause an adverse deviation from Accel s revenue and operating profit target, which may negatively impact results of operations, cash flows and financial condition. Accel may not have adequate insurance for potential liabilities. In the ordinary course of business, Accel has, and in the future may become the subject of, various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. Accel maintains insurance to cover these and other potential losses, and is subject to various self-retentions, deductibles and caps under its insurance. Accel faces the following risks with respect to insurance coverage: Accel may not be able to continue to obtain insurance on commercially reasonable terms; Accel may incur losses from interruptions of business that exceed insurance coverage; Accel may be faced with types of liabilities that will not be covered by insurance; Accel s insurance carriers may not be able to meet their obligations under the policies; or the dollar amount of any liabilities may exceed policy limits. Even a partially uninsured claim, if successful and of significant size, could have an adverse effect on Accel s results of operations, cash flows and financial condition. Even in cases where Accel maintains insurance coverage, its insurers may raise various objections and exceptions to coverage that could make uncertain the timing and amount of any possible insurance recovery. Accel s business depends on the protection of intellectual property and proprietary information. Accel believes that its success depends, in part, on protecting its intellectual property. Accel s intellectual property includes certain trademarks and copyrights relating to its products and services, and proprietary or Table of Contents confidential information that is not subject to patent or similar protection. As of December 31, 2019, Accel owned five registered trademarks and 91 registered domain names. Accel s success may depend, in part, on its ability to obtain protection for the trademarks, trade dress, names, logos or symbols under which it markets products and to obtain copyright and patent protection for proprietary technologies, designs, software and innovations. There can be no assurance that Accel will be able to build and maintain consumer value in its trademarks, obtain patent, trademark or copyright protection or that any patent, trademark or copyright will provide competitive advantages. Accel s intellectual property protects the integrity of its systems, products and services. Competitors may independently offer similar or superior products, software or systems, which could negatively impact results of operations, cash flows and financial condition. In cases where Accel s technology or product is not protected by enforceable intellectual property rights, such independent development may result in a significant diminution in the value of such technology or product. Accel also relies on trade secrets and proprietary knowledge and enters into confidentiality agreements with employees and independent contractors regarding trade secrets and proprietary information, however, there can be no assurance that the obligation to maintain the confidentiality of trade secrets and proprietary information will be honored. Accel may, in the future, make claims of infringement, invalidity or enforceability against third parties. This could: cause Accel to incur greater costs and expenses in the protection of intellectual property; potentially negatively impact its intellectual property rights; cause one or more of its patents, trademarks, copyrights or other intellectual property interests to be ruled or rendered unenforceable or invalid; or divert management s attention and resources. Gaming opponents persist in their efforts to curtail the expansion of legalized gaming, which, if successful, could limit the growth of operations. There is significant debate over, and opposition to, the gaming industry. There can be no assurance that this opposition will not succeed in preventing the legalization of gaming in jurisdictions where it is presently prohibited, prohibiting or limiting the expansion of gaming where it is currently permitted or causing the repeal of legalized gaming in any jurisdiction. Such opposition could also lead these jurisdictions to adopt legislation or impose a regulatory framework to govern gaming that restricts Accel s ability to advertise games or substantially increases costs to comply with these regulations. Accel continues to devote significant attention to monitoring these developments, however, Accel cannot accurately predict the likelihood, timing, scope or terms of any state or federal legislation or regulation relating to its business. Any successful effort to curtail the expansion of, or limit or prohibit, legalized gaming could have an adverse effect on Accel s results of operations, cash flows and financial condition. For example, the Illinois legislature approved a gaming expansion bill in June 2019 that, in addition to providing for an increased number of possible gaming venues, also increased Illinois state tax on gaming revenue. Any tax increase by the state of Illinois, whether levied on licensed establishments or Accel, could have an adverse effect on Accel s results of operations, cash flows and financial condition. Current and future appointees to the IGB may enact, change or rescind other rules and regulations in a way that negatively affects business. Accel may not be able to capitalize on the expansion of gaming or other trends and changes in the gaming industries, including due to laws and regulations governing these industries, and other factors. Accel participates in new and evolving aspects of the gaming industries. These industries involve significant risks and uncertainties, including legal, business and financial risks. The fast-changing environment in these Table of Contents industries can make it difficult to plan strategically and can provide opportunities for competitors to grow their businesses at Accel s expense. Consequently, future results of operations, cash flows and financial condition are difficult to predict and may not grow at expected rates. Part of Accel s strategy is to take advantage of the liberalization of regulations covering these industries on a municipality and state basis, which can be a protracted process. To varying degrees, governments have taken steps to change the regulation of VGTs through the implementation of new or revised licensing and taxation regimes. For example, in addition to the State-issued gaming licenses, gaming licenses are also governed on a municipality-level in Illinois. While Accel has contracted for exclusive rights to operate in licensed establishments in over 600 different municipalities in Illinois, all of which have no prohibition or restriction with respect to gaming, there are many other municipalities that have opt out or anti-gambling ordinances which prohibit a range of activities characterized from devices of chance to any gambling. While a number of these municipalities have removed the ordinance or introduced an amendment to permit gaming activities germane to Accel s business, they or other municipalities may choose to prohibit or limit gambling in the future. Additionally, Pennsylvania currently only permits the operation of VGTs at truck stops. While there are currently efforts to permit the expansion of VGTs into additional types of establishments, there can be no assurance that such efforts will succeed. Accel cannot predict the timing, scope or terms of the implementation or revision of any such state, federal or local laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder its strategy. Accel s success depends on the security and integrity of the systems and products offered, and security breaches or other disruptions could compromise certain information and expose Accel to liability, which could cause Accel s business and reputation to suffer. Accel believes that success depends, in large part, on providing secure products, services and systems to licensed establishments and players, and on the ability to avoid, detect, replicate and correct software and hardware anomalies and fraudulent manipulation of products and services. Accel s business sometimes involves the storage, processing and transmission of proprietary, confidential and personal information, and any future player program it may institute will also involve such information. Accel also maintains certain other proprietary and confidential information relating to its business and personal information of its personnel. All of Accel s products, services and systems are designed with security features to prevent fraudulent activity. Despite these security measures, Accel s products, services and systems may be vulnerable to attacks by licensed establishment partners, players, retailers, vendors or employees, or breaches due to cyber-attacks, viruses, malicious software, computer hacking, security breaches or other disruptions. Expanded use of the Internet and other interactive technologies may result in increased security risks for Accel and its licensed establishment partners because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not foreseeable or recognized until launched against a target and Accel may be unable to anticipate these techniques or to implement adequate preventative measures. Furthermore, hackers and data thieves are becoming increasingly sophisticated and could operate large-scale and complex automated attacks. Any security breach or incident could result in unauthorized access to, misuse of, or unauthorized acquisition of certain data, the loss, corruption or alteration of this data, interruptions in operations or damage to computers or systems or those of certain players or third-party platforms. Any of these incidents could expose Accel to claims, litigation, fines and potential liability. Accel s ability to prevent anomalies and monitor and ensure the quality and integrity of its products and services is periodically reviewed and enhanced, and Accel regularly assesses the adequacy of security systems, including the security of its games and software, to protect against any material loss to licensed establishment partners and players, as well as the integrity of its products and services and its games. However, these measures may not be sufficient to prevent future attacks, breaches or disruptions. There is a risk that Accel s products, services or systems may be used to defraud, launder money or engage in other illegal activities at licensed establishments. Accel s gaming machines have also experienced anomalies in the past. Games and gaming machines may be replaced by Accel and other gaming machine operators if they do not perform according to expectations, or they may be shut down by regulators. The occurrence of anomalies in, Table of Contents or fraudulent manipulation of, Accel s gaming machines or other products and services, may give rise to claims from players or licensed establishment partners, may lead to claims for lost revenue and profits and related litigation by licensed establishment partners and may subject Accel to investigation or other action by regulatory authorities, including suspension or revocation of licenses or other disciplinary action. Additionally, in the event of the occurrence of any such issues with Accel s products and services, substantial resources may be diverted from other projects to correct these issues, which may delay other projects and the achievement of strategic objectives. Further, third party hosted solution providers that provide services to Accel, such as Rackspace or Salesforce, could also be a source of security risk in the event of a failure of their own security systems and infrastructure. Accel s level of indebtedness could adversely affect results of operations, cash flows and financial condition. As of June 30, 2020, Accel had total indebtedness of $407.2 million, all of which was borrowed under the Credit Agreement. As of June 30, 2020, there remained approximately $49.5 million of availability under the Credit Agreement. Accel s level of indebtedness could affect its ability to obtain financing or refinance existing indebtedness; require Accel to dedicate a significant portion of its cash flow from operations to interest and principal payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes, increase its vulnerability to adverse general economic, industry or competitive developments or conditions and limit its flexibility in planning for, or reacting to, changes in its businesses and the industries in which it operates or in pursuing its strategic objectives. In addition, Accel is exposed to the risk of higher interest rates as a significant portion of its borrowings are at variable rates of interest. If interest rates increase, the interest payment obligations would increase even if the amount borrowed remained the same, and results of operations, cash flows and financial condition could be negatively impacted. All of these factors could place Accel at a competitive disadvantage compared to competitors that may have less debt. An increase in Accel s borrowing costs could negatively affect its financial condition, cash flow and results of operations. Certain of Accel s VGTs and amusement machines acquisitions are financed using revolving credit facilities and bank loans. Accel s financing agreements include variable interest rates and regular required interest, fee and amortization payments. If Accel is unable to generate sufficient revenue to offset the required payments, it could have an adverse effect on Accel s results of operations, cash flows and financial condition. In addition, Accel is not currently involved in any interest rate hedging activities. Any such hedging activities could require Accel to incur additional costs, and there can be no assurance that Accel would be able to successfully protect itself from any or all negative interest rate fluctuations at a reasonable cost. Accel may not have sufficient cash flows from operating activities, cash on hand and available borrowings under its Credit Agreement to finance required capital expenditures under new contracts and meet other cash needs. Accel s business generally requires significant upfront capital expenditures for VGTs and amusement machines, software customization and implementation, systems and equipment installation and telecommunications configuration. In connection with the signing or renewal of a gaming or amusement contract, Accel may provide new equipment or impose new service requirements at a licensed establishment, which may require additional capital expenditures in order to enter into or retain the contract. Historically, Accel has funded these upfront costs through cash flows generated from operations, available cash on hand and borrowings under the Credit Agreement. In addition, since Accel is not paid for expenses and services, Accel may incur upfront costs (which may be significant) prior to receipt of any revenue under such arrangements. Accel s ability to generate revenue and to Table of Contents continue to procure new contracts will depend on, among other things, its then present liquidity levels or its ability to obtain additional financing on commercially reasonable terms. If Accel does not have adequate liquidity or is unable to obtain financing for these upfront costs and other cash needs on favorable terms or at all, it may not be able to pursue certain contracts, which could result in the loss of business or restrict the ability to grow. Moreover, Accel may not realize the return on investment that it anticipates on new or renewed contracts due to a variety of factors, including lower than anticipated retail sales or amounts wagered, higher than anticipated capital or operating expenses and unanticipated regulatory developments or litigation. Accel may not have adequate liquidity to pursue other aspects of its strategy, including bringing products and services to new licensed establishment partners or new or underpenetrated geographies (including through equity investments) or pursuing strategic acquisitions. In the event Accel pursues significant acquisitions or other expansion opportunities, conducts significant repurchases of outstanding securities, or refinances or repays existing debt, it may need to raise additional capital either through the public or private issuance of equity or debt securities or through additional borrowings under its existing financing arrangements, which sources of funds may not necessarily be available on acceptable terms, if at all. Accel may not have sufficient cash flows from operating activities to service all of its indebtedness and other obligations, and may be forced to take other actions to satisfy obligations, which may not be successful. Accel s ability to make payments on and to refinance indebtedness and other obligations depends on its results of operations, cash flows and financial condition, which in turn are subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. Accel may not be able to maintain a level of cash flows from operating activities sufficient to pay the principal, premium, if any, and interest on its indebtedness and other obligations. Accel is required to make scheduled payments of principal in respect of the term loans under the Credit Agreement. Accel may also, from time to time, repurchase, or otherwise retire or refinance debt, through subsidiaries or otherwise. Such activities, if any, will depend on prevailing market conditions, contractual restrictions and other factors, and the amounts involved may or may not be material. If Accel needs to refinance all or part of its indebtedness at or before maturity, there can be no assurance that Accel will be able to obtain new financing or to refinance any of its indebtedness on commercially reasonable terms or at all. Accel s lenders, including the lenders participating in its delayed draw and/or revolving credit facilities under the Credit Agreement, may become insolvent or tighten their lending standards, which could make it more difficult for Accel to borrow under its delayed draw and/or revolving credit facilities or to obtain other financing on favorable terms or at all. Accel s results of operations, cash flows and financial condition could be adversely affected if Accel is unable to draw funds under its delayed draw and/or revolving credit facilities because of a lender default or to obtain other cost-effective financing. Any default by a lender in its obligation to fund its commitment under the delayed draw and/or revolving credit facilities (or its participation in letters of credit) could limit Accel s liquidity to the extent of the defaulting lender s commitment. If Accel is unable to generate sufficient cash flow in the future to meet commitments, it may be required to adopt one or more alternatives, such as refinancing or restructuring indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. In addition, borrowings under Accel s existing revolving credit facilities may be subject to capacity under an available borrowing base. Indebtedness impose certain restrictions that may affect the ability to operate its business. Failure to comply with any of these restrictions could result in the acceleration of the maturity of indebtedness and require Accel to make payments on indebtedness. Were this to occur, Accel would not have sufficient cash to pay accelerated indebtedness. Agreements governing Accel s indebtedness impose, and future financing agreements are likely to impose, operating and financial restrictions on activities that may adversely affect its ability to finance future operations Table of Contents or capital needs or to engage in new business activities. In some cases, these restrictions require Accel to comply with or maintain certain financial tests and ratios. Subject to certain exceptions, Accel s credit facilities restrict its ability to, among other things: incur or guarantee additional indebtedness; make loans to others; make investments; merge or consolidate with another entity; make dividends and certain other payments, including payment of junior debt; create liens that secure indebtedness and guarantees thereof; transfer or sell assets; enter into transactions with affiliates; change the nature of Accel s business; enter into certain burdensome agreements; make certain accounting changes; and in the case of Accel Entertainment, Inc., change its passive holding company status. In addition, the Credit Agreement contains financial covenants that require Accel to maintain (a) a ratio of consolidated first lien net debt to consolidated EBITDA no greater than 4.50 to 1.00 and (b) a ratio of (i) (A) consolidated EBITDA minus (B) the sum of (i) cash taxes, (ii) 3.00% of consolidated revenue, (iii) operator earnout payments and (iv) regularly scheduled dividend payments that are financed with internally generated cash flow to consolidated fixed charges no less than 1.20 to 1.00, in each case, tested as of the last day of each full fiscal quarter ending after November 20, 2019 and determined on the basis of the four most recently ended fiscal quarters of Accel for which financial statements have been or are required to have been delivered pursuant to the Credit Agreement, subject to customary equity cure rights. If an event of default (as such term is defined in the Credit Agreement) occurs, the administrative agent on behalf of the lenders would be entitled to take various actions under certain circumstances, including the acceleration of amounts due under the Credit Agreement, termination of the lenders commitments thereunder, foreclosure on collateral, and all other remedial actions available to a secured creditor. The failure to pay certain amounts owing under the Credit Agreement may result in an increase in the interest rate applicable thereto. Cross-default provisions may also be triggered. Under these circumstances, Accel might not have, or be able to obtain, sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by financing agreements on Accel s ability to incur additional debt, cause subsidiaries to guarantee certain debt, pay dividends or make other distributions, or take other actions might significantly impair its ability to obtain other financing. There can be no assurance that Accel will be granted waivers or amendments to these agreements if for any reason it is unable to comply with these obligations or that it will be able to refinance its debt on terms acceptable or at all.

parsed_sections/prospectus_summary/2020/ACHV_achieve_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/ACI_albertsons_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/ADCT_adc_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/AFBI_affinity_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ S-1/A 1 d26823ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 5, 2020 Registration No. 333-248745 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Affinity Bancshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 6036 Being applied for (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3175 Highway 278 Covington, Georgia 30014 (770) 786-7088 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Edward J. Cooney Chief Executive Officer 3175 Highway 278 Covington, Georgia 30014 (770) 786-7088 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Ned Quint, Esq. Thomas P. Hutton, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Ross Bevan, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, DC 20007 (202) 295-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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 to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share(1) Proposed maximum aggregate offering price(1) Amount of registration fee Common Stock, $0.01 par value per share 6,875,643 shares $10.00 $68,756,430 $8,925(2) (1) Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. (2) 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 shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page SUMMARY 1

parsed_sections/prospectus_summary/2020/AFYA_afya-ltd_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important or relevant to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," "Business," "Presentation of Financial and Other Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections and our consolidated financial statements, unaudited pro forma consolidated financial information, and the historical audited financial statements of our acquired businesses and the respective notes thereto, included elsewhere in this prospectus, before deciding to invest in our Class A common shares. Our Value Proposition Our mission is to become the reference in medical and healthcare education, empowering students to transform their ambitions into rewarding lifelong learning experiences. Medical education has evolved over time. However, until recently, the foundations of how medical schools and educational programs developed, assessed, and disseminated medical education content remained largely static. Increased knowledge of how the human brain functions and processes information has led to a shift towards improved ways to transfer and retain knowledge, to the benefit of today's physicians. Physicians are lifelong medical learners that must learn and retain evolving medical knowledge and that face increased competition from their peers. We believe our focused, individualized, and technology-enabled offerings can provide them with a more effective, personalized, and retainable learning experience. Our students spend extensive periods of learning time with us. This allows us to gather information on their learning habits that we then apply to their learning experience, making it more effective and efficient and which we believe sets us apart from our peers. We are passionate about knowledge and committed to enabling lifelong medical learners reach their full potential. We expect our end-to-end physician-centric ecosystem to benefit students enrolled in our schools and digital platforms, our educators, our residency network (comprised of partner hospitals and clinics), and third-party medical schools that adopt our products and services. Since many of our schools are located in geographic regions where medical services are scarce and populations are underserved, our students have a positive social impact on the underprivileged population of those regions through our training programs that provide free medical consultations and treatments. By empowering our students to be lifelong learners, we foster better physicians, improve access to medical care in the regions of Brazil in which we are present, and ultimately help save lives. Overview We are the leading medical education group in Brazil based on number of medical school seats, as published by the Brazilian Ministry of Education, or MEC, as of December 31, 2018, delivering an end-to-end physician-centric ecosystem that serves and empowers students to be lifelong medical learners from the moment they join us as medical students through their medical residency preparation, graduation program, medical post-graduate specialization programs and continuing medical education activities, or CME. Our innovative methodological approach combines integrated content, interactive learning, and an adaptive experience for lifelong medical learners. Through our educational content and technology-enabled activities, we focus on effective, personalized learning that mirrors one-on-one tutoring. FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "Afya" or the "Company," "we," "our," "ours," "us" or similar terms refer to Afya Limited, together with its subsidiaries; all references in this prospectus to "Afya Brazil" refer to Afya Participa es S.A. (formerly NRE Participa es S.A.); all references in this prospectus to "BR Health" refer to BR Health Participa es S.A.; and all references in this prospectus to "Medcel" refer to Guardaya Empreendimentos e Participa es S.A., or Guardaya, and its subsidiaries Medcel Editora e Eventos S.A., or Medcel Editora, and CBB Web Servi os e Transmiss es On Line S.A., or CBB Web. The term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian government" refers to the federal government of Brazil. "Central Bank" refers to the Brazilian Central Bank (Banco Central do Brasil). References in the prospectus to "real," "reais" or "R$" refer to the Brazilian real, the official currency of Brazil and references to "U.S. dollar," "U.S. dollars" or "US$" refer to U.S. dollars, the official currency of the United States. The term "combined tuition fees" refers to the sum equal to the total tuition fees charged to undergraduate students, as recorded in the internal management records of Afya Brazil and the companies it acquired in 2018 and 2019, for the periods indicated. The combined tuition fees information included elsewhere in this prospectus (i) includes data from periods prior to the respective acquisition dates of each of the companies acquired by Afya Brazil in 2018 and 2019 (except with respect to FASA (as defined below), which includes the data from April 3, 2019, the date of its acquisition by Afya Brazil); (ii) was derived from the internal management records of those acquired companies, rather than historical operating information; (iii) is akin to gross tuition fees charged to undergraduate students; (iv) differs from the tuition fees set forth in our financial statements, which are presented as the sum of gross tuition fees charged to undergraduate students, gross tuition fees charged to graduate students and scholarships; and (v) does not represent net revenue as disclosed in our financial statements included elsewhere in this prospectus. Combined tuition fees does not include tuition fees we charge graduate students as graduate courses form a small part of our business (they Table of Contents We have the largest medical education footprint in Brazil. Our undergraduate and graduate campuses are spread across 12 Brazilian states, and our digital medical platform is available across Brazil. As of September 30, 2019, our network of 19 undergraduate and graduate medical school campuses consisted of 12 operating units (units that have been approved by MEC and that have commenced operations) and seven approved units (units that have been approved by MEC, but that have not yet commenced operations), compared to nine and four operating units as of December 31, 2018 and December 31, 2017, respectively, and to five and no approved units as of December 31, 2018 and December 31, 2017, respectively. As of September 30, 2019, our network of 1,572 medical school seats consisted of 1,222 operating seats (seats that have been approved by MEC and that have commenced operations) and 350 approved seats (seats that have been approved by MEC, but that have not yet commenced operations), compared to 917 and 420 operating seats as of December 31, 2018 and December 31, 2017, respectively. We plan to expand our network by opening the seven approved medical school campuses we were recently awarded in connection with the "Mais M dicos" program (the Brazilian federal government initiative to reduce shortages of doctors in the most underserved and vulnerable regions of Brazil) by 2021, taking our total to 19 operating medical school campuses in 12 Brazilian states. In addition to health sciences courses, which comprise medicine, dentistry, nursing, radiology, psychology, pharmacy, physical education, physiotherapy, nutrition and biomedicine, we also offer degree programs and courses in other subjects and disciplines across several of our campuses, including undergraduate and post-graduate courses in business administration, accounting, law, civil engineering, industrial engineering and pedagogy. These non-health courses are not part of our core business, although the number of non-health sciences courses we offer has increased as a consequence of our strategic acquisitions in 2018 and 2019 of multi-disciplinary schools with strong health sciences programs, which are our principal focus. Although non-health courses are not part of our growth strategy, we expect to continue to offer them to the extent they generate local demand. Following our acquisition of Medcel in the first quarter of 2019 and IPEMED in the second quarter of 2019, we also offer residency preparatory courses and medical post-graduate specialization programs, delivering printed and digital content, an online medical education platform and practical medical training. As of September 30, 2019, we had 35,417 enrolled students, compared to 9,032 enrolled students as of September 30, 2018, representing growth of 292% for the period. As of December 31, 2018, we had 19,720 enrolled students, compared to 10,164 enrolled students as of December 31, 2017, representing growth of 94.0% for the year. Our business model is characterized by high revenue visibility and operating leverage. Over 96% of our historical revenue for the nine months ended September 30, 2019 and for the years ended December 31, 2018 and 2017 was comprised of the monthly tuition fees we charge students enrolled in our undergraduate and graduate courses. Following our acquisition of Medcel in the first quarter of 2019, we expect our revenue will be driven primarily by the monthly tuition fees we charge students enrolled in our undergraduate and graduate courses (which represented 89.3% and 88.6% of our total pro forma revenue for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively), and the fees Medcel charges students enrolled in its residency preparatory courses (which represented 7.2% and 11.4% of our total pro forma revenue for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively). In addition, in 2018, approximately 85.6% of Medcel's residency preparatory courses revenue was derived from printed books and e-books, and approximately 14.4% was derived from access to Medcel's digital platform. For further information, see "Unaudited Pro Forma Condensed Consolidated Financial Information" and the unaudited interim consolidated financial statements as of September 30, 2019 and for the period from January 1, 2019 to March 28, 2019 and for the nine months ended September 30, 2018 and audited financial statements as of and for the years ended December 31, 2018 and 2017 of Medcel, including the notes thereto, included elsewhere in this prospectus. Afya Limited (Exact Name of Registrant as Specified in its Charter) Notice to EEA Investors In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This prospectus has been prepared on the basis that any offer of our Class A common shares in any Member State of the European Economic Area ("EEA") (each, a "Relevant 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 any offer within the EEA of our Class A common shares which are the subject of this offering may only do so in circumstances in which no obligation arises for Afya or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of our Class A common shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member State. Notice to UK Investors In the United Kingdom, this prospectus is only addressed to and directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents. Table of Contents Our ability to execute our business model and strategy, primarily through our acquisitions (which represented approximately 61% and 64% of our total growth in terms of combined tuition fees and net revenue, respectively, in 2018) and organic growth (which represented approximately 39% and 36% of our total growth in terms of combined tuition fees and net revenue, respectively, in 2018), has led to growth, profitability and cash generation: Our net revenue totaled R$529.8 million and R$227.7 million for the nine months ended September 30, 2019 and 2018, respectively, representing an increase of 132.7%. Our net revenue totaled R$333.9 million and R$216.0 million in 2018 and 2017, respectively, representing an increase of 54.6%. Our pro forma net revenue totaled R$564.5 million for the nine months ended September 30, 2019. Our pro forma net revenue totaled R$547.6 million in 2018; Medical schools tuition fees represented 69% and 73% of total combined tuition fees for the nine months ended September 30, 2019 and 2018, respectively. Medical schools tuition fees represented 65.5% and 58.6% of total combined tuition fees in 2018 and 2017, respectively. The average monthly ticket for medical school tuition fees was R$8,106 for the three months ended September 30, 2019, which represents an increase of 17% from the R$6,947 average monthly ticket for medical school tuition fees for the three months ended September 30, 2018; Residency preparatory courses, continuing medical education and medical post-graduate specialization programs offerings totaled R$56.0 million in net revenue for the nine months ended September 30, 2019, representing 9.2% of our pro forma net revenue; We generated net income of R$119.8 million and R$68.4 million for the nine months ended September 30, 2019 and 2018, respectively, representing an increase of 75.1%. We generated net income of R$94.7 million and R$48.5 million in 2018 and 2017, respectively, representing an increase of 95.4%; Our Adjusted EBITDA totaled R$203.1 million and R$80.5 million for the nine months ended September 30, 2019 and 2018, respectively, representing an increase of 149.6%. Our Adjusted EBITDA totaled R$119.9 million and R$57.3 million in 2018 and 2017, respectively, representing an increase of 109.2%; Our Pro Forma Adjusted EBITDA totaled R$226.2 million for the nine months ended September 30, 2019. Our Pro Forma Adjusted EBITDA totaled R$198.1 million in 2018; Our Pro Forma Adjusted Net Income totaled R$183.0 million for the nine months ended September 30, 2019. Our Pro Forma Adjusted Net Income totaled R$147.8 million in 2018; and Our Operating Cash Conversion Ratio was 108.4% for the nine months ended September 30, 2019, 84.1% for the nine months ended September 30, 2018, 71.7% in 2018 and 70.6% in 2017. Quality is a cornerstone of our value proposition. As of May 2019, our average Institutional Concept score, which is measured and published by MEC, and is based on certain institutional planning and development, academic, and management criteria, was 4.4 on a scale of 1 to 5, compared to the Brazilian average of 3.5. In 2018, we were also awarded seven new undergraduate campuses in connection with the "Mais M dicos" program, the largest number awarded to any education group, with a total of 350 new medical school seats. Although four of these awards are currently subject of legal proceedings filed by certain of our competitors against MEC, Afya is authorized to open and operate the seven new medical schools awarded in connection with the "Mais M dicos" program, as none of these legal proceedings The Cayman Islands (State or other jurisdiction of incorporation or organization) 8200 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identification Number) Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503 Vila da Serra, Nova Lima, Minas Gerais Brazil +55 (31) 3515 7550 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Table of Contents prevents the opening and operation of the medical schools awarded. See "Business Legal Proceedings "Mais M dicos" Proceedings." Market Opportunity According to a third-party consulting firm, the total addressable market for the medical career segment in Brazil was R$16.4 billion as of December 31, 2018, comprised of (i) a R$10.0 billion medical school market, (ii) a R$1.0 billion residency preparatory courses market, (iii) a R$3.7 billion medical specialization courses market, and (iv) a R$1.6 billion continuing medical education market, each calculated as described in "Industry Market assessment and forecasts on medical education Total health education market potential." We estimate that we currently capture approximately 2.0% of the total addressable market based on our net revenue for the year ended December 31, 2018. This market encompasses over 700,000 lifelong medical learners in Brazil, comprised of 108,000 medical students, 71,000 students seeking residency preparatory courses, and 76,600 and 454,848 physicians seeking to enroll in specialization courses and CME, respectively. Medical education in Brazil benefits from a combination of demographic and social factors, such as the expected increase in the number of people over 65 due to the increase in average life expectancy, as well as the shortage of medical professionals in Brazil, which has resulted in an imbalance between supply and demand. It also benefits from macroeconomic and financial factors, such as the increase in average household income, which has resulted in an increase in demand for medical services and an increase in private and public healthcare spending. Accordingly, we expect the medical education market in Brazil to continue to grow. Additionally, given our end-to-end and physician-centric ecosystem, our strong business model, and our reputation for quality, we believe that we are well-positioned to take advantage of the favorable growth dynamics of the medical education market in Brazil. According to a third-party consulting firm, the total addressable market for medical education is expected to grow at a compound annual growth rate, or CAGR, of 14.1% over the next five years, reaching R$31.6 billion by 2023. Including other healthcare education services, the addressable market is expected to grow at a CAGR of 13.6% in the next five years, reaching R$64.9 billion by 2023. Underlying Trends of Medical Education in Brazil In addition to a large and underpenetrated total addressable market, we have identified other trends that contribute to the strength of the markets we serve: Increased life expectancy and demand for medical services: The Brazilian population is aging at the fastest rate in its recent history. Average life expectancy is currently 76.2 years, and the number of people over 65 should double from 7% of the total population in 2012 to 14% of the total population in 2033. This has led to, and is expected to continue to drive, increased demand for health care professionals. In addition, private healthcare spending and public healthcare spending in Brazil grew at a CAGR of 14.0% and 11.8%, respectively, from 2010 to 2015, primarily due to an increase in demand for medical services as a result of an aging population and an increase in average household income. These trends have continued since 2015 to date. Shortage of medical professionals in Brazil: There is a shortage of medical professionals in Brazil, primarily due to the uneven socio-economic environment. On average, Brazilian cities with less than 50,000 inhabitants, which corresponds to approximately 90% of all cities in Brazil, have less than one physician per 1,000 residents. Brazil is expected to have an average of 3.07 physicians per 1,000 inhabitants by 2028, below the 3.4 average for 2018 of Organization for Economic Cooperation and Development, or OECD, countries. Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Attractive financial incentives: The medical profession is lucrative. Medical professionals are highly employable, with salaries that are on average more than three times higher than the average salary for other professions such as engineering, nursing and law, and 1.9 to 3.8 times higher than the net present value of engineering, nursing or law programs in Brazil. Supply and demand imbalance for medical education: The number of available medical course seats in Brazil is controlled by the MEC, which has limited medical school intakes to current levels until 2023, resulting in a significant imbalance between supply and demand. In the last three years, medical schools have on average received five applications per available medical course seat, and four applications per available residency program vacancy, and the number of applications are expected to increase. We believe that graduate courses will gradually become a more popular, high-demand destination for physicians that are not admitted into residency programs. CME Expansion: The growing number of physicians in Brazil and the demand for ongoing education on new medical procedures, drugs, technologies, and developments will continue to drive demand for CME. Technological innovation is driving medical education: The current generation of medical students and professionals require instantly accessible digital content. Over 600,000 biomedical articles have been published globally every year since 2005, and it is critical for lifelong learners to be able to access information and learning methodologies regardless of location and physical availability. Limited scope of existing product offerings: By generally limiting their focus on individual aspects of a student's education cycle, traditional education providers have struggled to build comprehensive student track records and profile databases. Consequently, there is a general lack of integrated platforms that apply accumulated student information to efficiently tailor experiences to, or produce bespoke materials for, the particular needs of each student. We believe we are well-positioned to take advantage of this market and its trends, bringing a more effective, personal and diversified service to our students, which will enable us to continue to grow our market share. Our Products and Services We offer the following educational products and services to lifelong medical learners enrolled across our evolving distribution network, as well as to third-party medical schools: Medical Schools Fully integrated core curricula that we offer our medical school students across all our campuses, which we implemented for all incoming medical students in the second half of 2019; and All our medical students have access to our supplemental instructional platforms as part of the internship module of their medical course. Beginning in the first half of 2020, this will be implemented for all incoming medical students. Medical Residency Preparatory Courses Instructional content in digital format we offer medical students and newly graduated physicians to prepare them for medical residency exams; and Supplementary instructional content in digital format we offer third-party medical schools that adopt our services. Copies to: Manuel Garciadiaz Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Francesca Odell Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2000 Table of Contents Graduate Courses Graduate medical courses we offer our medical school students across all our campuses. These students also have access to some of our supplemental instructional platforms; and Supplemental instructional content for different medical specializations we offer individual lifelong medical learners in our graduate courses. Other Programs Other national core curricula we offer all students across all our undergraduate campuses: healthcare degrees and a subset of non-healthcare degrees, including business and engineering degrees offered by the companies we invested in or acquired. Key Benefits for our Lifelong Medical Learners We believe the end-to-end physician-centric ecosystem we have been developing for our students sets us apart from our peers, as we deliver content and learning activities that are tailored to each student's needs. This contributes to a more interactive and enjoyable learning process for our students, breaking away from a teaching system that we perceive as presenting students with an overwhelming amount of content, unengaging classes and scattered information. We achieve this based on three main pillars: innovative data-oriented methodology, a cutting-edge platform and state-of-the-art operating environment. 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, 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents Innovative, Data-oriented Methodology Our proprietary methodology to support our students' lifelong medical education is based on the following concepts: Standardized medical curricula: The organization of our medical curricula around interdisciplinary macro-medical topics to guide the development of in-person teaching plans and online learning tools, offering a scalable solution for schools through weekly synchronized content; Active learning: Educational strategy to foster independent, critical and creative student thinking, as well as encourage effective teamwork through case-based problem-solving exercises, debates and small-group discussions; Blended learning: Balanced in-person teaching with technology-assisted activities to improve student and teacher efficiency and results; and Adaptive learning: A personalized instruction and assessment tool that provides training and content tailor made to each student's individual profile. Students can access real-time feedback on areas in which they can improve, effective learning methods and teaching/study plans that are most suitable for them. Cutting-Edge Platform We deliver modern, bespoke verbal and practical teaching. We continuously invest in creating innovative technology-enabled activities and features to enhance our platform. We offer our medical school students doing internships or studying for residency exams the following features through our digital platform: Web-portal and in-app communication: Online platform combining supplementary instructional content and a personalized communication tool for students, through which they can also access our content offline; Learning tools: We have over 5,000 digitally-managed and delivered instructional tools designed by its teachers to address complex learning objectives. Content is organized and tagged by theme and delivered in various formats, including, among others, online classes, podcasts, quizzes, and books, to cater to different learning methods and the preferences of each student. As of September 30, 2019, our learning tools consisted of more than 2,033 video classes, 824 book chapters, 1,270 podcasts, 1,070 summarized texts and an exam bank of approximately 1,604 questions; Assessment tool: Broad database suite comprising approximately 85 thousand quizzes and problem-solving activities, through which students can choose the subjects they would like to focus on, with additional teacher-led instructional content; Web series: Pioneering instructional medical web-series, comprised of 12 diagnosis-based recorded classes written and taught by specialist physicians who are also our teachers. The first series covered 50 clinical cases through the discussion of 144 medical macro themes. We plan to release two additional seasons of our medical web-series covering over 100 diseases. As of September 30, 2019, there were 129,280 views and 50,072 unique users of our medical web-series, with a +84% engagement rate; and CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price per Class A common share(2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Class A common shares, par value US$0.00005 per share(1) 13,250,000 US$30.01 US$397,632,500.00 US$51,612.70 (1)Includes Class A common shares to be sold upon the exercise of the underwriters' option to purchase additional shares. See "Underwriting." (2)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3)Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices of the Class A common shares as reported on the Nasdaq Global Select Market on January 31, 2020. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. Table of Contents Tutoring/Mentoring Platform: An online monitoring and support platform for both undergraduate and graduate medical students, which we launched in October 2019. The platform allows tutors to interact with students through emails, video calls, voice calls and push notifications, and keeps records of such interactions. It also allows students to ask the tutors questions and schedule appointments. The platform also tracks individual student performance and progress. State-of-the-Art Operating Environment For us, individualized learning should be used not just when offering content or technology-supported activities, but also during in-person encounters. Our professors can use our resources to approach lessons more objectively, focusing on each student's needs: Modern teaching facilities: We have designed our classrooms to engage students in active learning. We rely on cutting-edge didactical equipment and simulation labs and state of the art realistic simulation technologies; Medical specializations centers: Our campuses offer simulation centers and clinics where students can practice primary and secondary care, leveraging the learning process and providing medical assistance to the local population; and Practical learning network: Throughout the internship cycle, our students can access over 50 partner teaching hospitals and clinics, the largest network of any education group in Brazil. Evolving Distribution Network We believe that an effective end-to-end physician-centric ecosystem goes beyond offering the largest and most complete operating infrastructure to the students enrolled in our campuses and with access to our digital platforms. Through our evolving distribution model, we also expect to empower lifelong medical learners across our growing network of diversified partner teaching hospitals, clinics and third party medical schools by increasing our products and services offerings as we continue to expand our business-to-business, or B2B, capabilities. Our partnerships include renowned institutions such as the Brazilian Cancer Foundation, which joined our network in January 2020. Our Competitive Strengths Continuous focus on disrupting traditional medical education We have an in-depth understanding of medical education and the related issues faced by students in Brazil. As the largest medical education group in Brazil, we are able to identify trends and adapt our services accordingly; We have developed a methodological approach to learning that incorporates individualization and technology in both digital and physical format; We currently produce content that is centralized, continuously updated and available to all our institutions and students; We have the largest operating infrastructure in medical education in Brazil, with more than 50 partner teaching hospitals and clinics and 595 physicians and specialists in our ecosystem; We have developed the first instructional medical web-series created globally and have already been working on the second and third seasons; We believe we are the first education group in Brazil to offer a fully digital and customized service for medical residency exam preparation; and Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary 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 FEBRUARY 4, 2020 PRELIMINARY PROSPECTUS 11,521,740 Class A Common Shares Afya Limited (incorporated in the Cayman Islands) This is a public offering of the Class A common shares, US$0.00005 par value per share of Afya Limited, or Afya. Afya is offering 3,019,928 of the Class A common shares to be sold in this offering. The selling shareholders identified in this prospectus are offering an additional 8,501,812 Class A common shares. We will not receive any proceeds from the sale of Class A common shares by the selling shareholders. Our Class A common shares are listed and trade on the Nasdaq Global Select Market under the symbol "AFYA." On February 3, 2020, the last reported sale price of our Class A common shares on the Nasdaq Global Select Market was US$30.20. The final public offering price will be determined through negotiations between us, the selling shareholders and the lead underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price. Following this offering, our existing shareholders, Nicolau Carvalho Esteves and Ros ngela de Oliveira Tavares Esteves, or the Esteves Family, and Crescera Educacional II Fundo de Investimento em Participa es Multiestrat gia, or Crescera, will beneficially own 53.4% of our outstanding share capital, assuming no exercise of the underwriters' option to purchase additional Class A common shares referred to below. The shares held by the Esteves Family and Crescera are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (i) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued, in order to maintain their proportional ownership interest. As a result, the Esteves Family and Crescera will control approximately 92.0% of the voting power of our outstanding share capital following this offering, assuming no exercise of the underwriters' option to purchase additional Class A common shares, and will, so long as they control the voting power of our outstanding share capital, effectively control substantially all matters requiring shareholder approval. For further information, see "Description of Share Capital." We are an "emerging growth company" under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify. In addition, for as long as we remain an emerging growth company, we will qualify for certain limited exceptions from the Sarbanes-Oxley Act of 2002. See "Risk Factors Certain Risks Relating to Our Class A Common Shares and the Offering As a foreign private issuer and an "emerging growth company" (as defined in the JOBS Act), we have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies." Investing in our Class A common shares involves risks. See "Risk Factors" beginning on page 31 of this prospectus. Per Class A Common Share Total Public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us(1) US$ US$ Proceeds, before expenses, to the selling shareholders(1) US$ US$ Table of Contents We believe we are the first player to offer supplemental medical education content to third-party institutions through a business-to-business model. High quality standards Our operating infrastructure and innovative methodological approach has achieved high levels of satisfaction across our medical schools. Through our digital platforms, we monitor our students' learning experience using several criteria and variables. According to Educainsights, our Net Promoter Score, or NPS, a widely known survey methodology that measures the willingness of customers to recommend a company's products and services, was 25 for medical students that graduated more than five years ago, 43 for medical students that graduated more than two years ago and less than five years ago, and 52 for medical students that graduated less than two years ago. This gradual improvement in our NPS score shows our continuing commitment to high-quality education and the medical careers of our students. Additionally, all of our undergraduate institutions are highly evaluated by MEC, with an average Institutional Score (Conceito Institucional) rating above 4, out of a maximum of 5. See "Regulatory Overview Regulatory Processes of Post-Secondary Education Institutions Accreditation of Post-Secondary Education Institutions and Authorization and Recognition of Programs" for further information on the Conceito Institucional. In addition, our online medical education platform that offers distance learning residency preparatory courses, we are able to monitor our students' learning experience using several criteria and variables, including the educational materials they access and use, frequently asked questions, their study hours and schedule, and their attendance record. Furthermore, as a result of the quality of the content and methodology and the differentiated services offered by Medcel, third-party medical schools proactively contact it seeking to adopt Medcel's medical education content to improve their medical students' learning experience and academic scores. As of September 30, 2019, approximately eight third-party schools had adopted Medcel's medical education content. The nature of our business model Attractive financial model: We have a strong combination of significantly low customer acquisition costs, calculated as the sum of sales and marketing and personnel expenses divided by student additions, which were approximately R$1,300 per student as of December 31, 2018, high occupancy rates of approximately 100% of medical seats in our medical schools as of September 30, 2019 and December 31, 2018, and strong operating cash flow generation of 108.4% and 78.7% as of September 30, 2019 and December 31, 2018, respectively. Student additions are the sum of 543 student enrollments from 2017 to 2018 and 420 graduating student replacements. As of December 31, 2018, our Life Time Value (LTV), calculated as the sum of R$54,396 gross income per student divided by 16.7% (to account for one-sixth of the student base graduating every year), was R$326,376. Contracted growth: We have contracted growth visibility into medical schools that are in the initial six years of operations as a result of the six-year maturation cycle of our medical school seats. This cycle begins when a medical school becomes operational, with a first year medical school class that progresses through the required six years as the next classes begin behind it, and ends when the medical school has six school years of medical students and has therefore reached capacity at maturation (i.e., the maximum number of approved seats). Since the maximum number of medical seats per medical school is set by regulation, the only way to grow our medical school seats, and thus our numbers of enrollments, is through acquisitions or starting new medical schools. As of September 30, 2019 and following our acquisitions in 2019, we had 1,572 approved medical school seats out of an expected total capacity of 11,257 medical school enrollments by 2025, which gives us visibility as to the growth potential of our revenues over the period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations Medical School Regulatory Capacity and Capacity at Maturation." (1)See "Underwriting" for a description of all compensation payable to the underwriters. We and Crescera have granted the underwriters an option for a period of 30 days from the date of this prospectus the right to purchase up to 1,728,260 additional Class A common shares, at the public offering price, less underwriting discounts and commissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission or any other regulatory body 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. We expect to deliver the Class A common shares against payment in New York, New York on or about , 2020, through the book-entry facilities of The Depository Trust Company. Global Coordinators BofA Securities UBS Investment Bank Goldman Sachs & Co. LLC Ita BBA Joint Bookrunners BTG Pactual Credit Suisse J.P. Morgan Morgan Stanley Table of Contents End-to-End ecosystem: Successfully integrating the businesses we invest in or acquire, allows us to offer an end-to-end physician-centric ecosystem. The point of entry of one business unit is the point of exit from another, which increases cross-selling and upselling opportunities. Difficult to replicate: We believe the combination of regulatory barriers, demand and supply imbalance and our end-to-end physician-centric ecosystem are difficult to replicate and that it would take a significant amount of time for competitors to reach the scale of our operation. Self-reinforcing network effects of our education cycle: As we aim to be the trusted content and knowledge partner for lifelong medical learners in Brazil, we have created and have been nurturing an education cycle that entails differentiation, talented stakeholders and recognition. Our continuous focus on implementing all stages of our cycle has allowed us to continuously expand our footprint. Extensive M&A track record We have extensive capabilities in, and a strong track record of, identifying, negotiating and successfully integrating acquisitions. We have developed an integration model, operated by a dedicated team responsible for analyzing, mapping and integrating the systems of our acquired businesses, that we The date of this prospectus is , 2020. Table of Contents believe enables us to fully integrate the businesses we acquire in an efficient manner and within 12 months of their acquisition. Our integration model is comprised of four stages: Stage 1 (Preliminary Analysis): Preliminary analysis of the available infrastructure, organizational structure and teaching model of the acquired business to identify potential integration issues. Stage 2 (Detailed Mapping): Detailed migration diagnosis and mapping of the systems, processes and teaching model of the acquired business to be integrated into our centralized shared-services center and academic model. Stage 3 (Integration/Migration): Centralization and migration of the systems and processes into our shared services center and standardization of the teaching model of the acquired business. Stage 4 (Ongoing Support): Post migration/integration remote and on-site support and monitoring to stabilize the integrated operations of the acquired business. In 2019 and 2018, we successfully acquired or invested in a total of 11 companies, increasing our number of medical schools seats, expanding into new medical education segments and integrating new technologies that allow us to innovate and enhance our value proposition to lifelong medical learners. As of the date of this prospectus, we have fully integrated the operations of seven of our acquisitions carried out in 2019 and 2018 with our existing business. We are in the process of integrating the operations of our four other acquisitions carried out in 2019 and 2018 (IESP, IPEMED, Medcel Editora and CBB Web), the integration of which we expect to complete by May 2020. Our limited operating history as a consolidated company and our recent acquisitions entail a number of challenges, such as effectively integrating the operations of any acquired companies with our existing business and managing a growing number of campuses. See "Risk Factors Certain Risks Relating to Our Business and Industry We may not be able to identify and acquire new medical higher education institutions or meet our strategic and financial goals in connection with any business acquisition we seek, and difficulties in effectively integrating and managing a growing number of campuses may adversely affect our strategic objectives" and "Risk Factors Certain Risks Relating to Our Business and Industry Our limited operating history as a consolidated company, our recent acquisitions and the comparability of our results may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects." Purpose-driven culture Medical education requires a core human value: compassion. As we endeavor to revolutionize medical education in Brazil, we believe that by training and educating better physicians we are helping people and their communities across Brazil. This mission has united families and entrepreneurs, executives and sponsors with over 20 years of knowhow and expertise in the education sector. Our internal satisfaction survey conducted in 2018 showed employee satisfaction levels of 86.3 out of a possible 100, based on several criteria, such as trust in, and a commitment to, our values, leadership satisfaction, work satisfaction, learning and development and active participation in our activities, reinforcing our strong commitment to our mission and purpose. Table of Contents Table of Contents Our Growth Strategies We aim to continue to grow organically and through acquisitions and to generate greater shareholder value by implementing the following strategic initiatives: Maturation of current number of authorized medical school seats We benefit from contracted growth visibility in our medical schools that are in the initial six years of operations, which we derive from two main sources: (1) the six-year maturation cycle of our medical school seats, which begins when a medical school becomes operational, with a first year medical school class which progresses through the required six years as the next classes begin behind it, and which ends when the medical school has six school years of medical students and has therefore reached capacity at maturation (i.e., the maximum number of approved seats), and (2) new enrollments from our seven recently awarded campuses in connection with the "Mais M dicos" program. Since the maximum number of medical seats per medical school is set by applicable regulations, the only way to grow our medical school seats, and thus our number of enrollments, is through acquisitions or starting new medical schools. Assuming full compliance with applicable regulations and that our seven new "Mais M dicos" campuses mature as expected with 50 medical seats for each campus, we estimate reaching a total medical student base of 11,257 students by 2025. See "Management's Discussion and Analysis of Financial Condition and Results of Operations Medical School Regulatory Capacity and Capacity at Maturation" and "Risk Factors Certain Risks Relating to Our Business and Industry The post-secondary education sector is highly regulated, and our failure to comply with existing or future laws and regulations could significantly impact our business." Expand our medical residency preparation enrollments base Competition for medical residencies should increase as the number of graduating physicians grows and the number of available residency seats remains static. According to a third-party consulting firm, the number of applicants for medical residency programs is expected to grow at a rate of 13.4% per year through 2022. We plan to continue to grow our medical residency exam preparation student enrollments, leveraging the academic outcome, scalability and learning experience of our digital platform. Expand our graduate programs enrollments base Due to the shortage of medical residency seats and the growing demand for medical graduate courses, we believe we will be able to expand our current offering in this segment. We intend to continue developing our business-to-business strategy by increasing the number of partners and student enrollments through increased marketing and sales effort. Cross sell across our existing medical students base Because our solutions target the lifelong education journey of medical students, we have identified an opportunity to increase student enrollments at a low marginal cost driven by cross selling opportunities such as increasing the number of former undergraduate students subscribing to our medical residency exam solutions and the number of former undergraduate and/or medical residency students applying to our graduate and CME courses. Expand our B2B capabilities B2B contracts are effective customer entry points to our products and services. Students are familiar with our platforms, increasing our brand equity and helping us attract more physicians to enroll in preparatory courses, graduate programs and CME products. TABLE OF CONTENTS Table of Contents Expand our distribution channels We plan to continuously expand our distribution network by increasing our presence in direct and third-party channels, launching graduate courses or CME for third-party continuing medical education hubs (including, but not limited to, hospitals, clinics and other medical schools) to grow our graduate medical footprint, through partnerships with such third-party continuing medical education hubs. Leverage infrastructure and extract synergies from acquisitions We believe we have been able to successfully integrate our acquisitions into our ecosystem. We plan to implement several measures to improve the profitability of recent acquisitions, including but not limited to: Streamlining fee discounts and scholarship policies; Integrating operations with our shared-services center; Streamlining faculty training in line with our career plan; and Integrating teaching models into our academic model. Continue to selectively pursue M&A opportunities We plan to selectively pursue acquisitions that will complement our current medical education services offering and/or enhance our product portfolio, such as digital content platforms, continuing medical education institutions and other medical certification companies, among others. We are currently evaluating possible acquisition opportunities and submit non-binding proposals from time to time. We believe that we have developed a strong capability and track record of acquisitions. In 2019, we acquired or invested in six companies, which increased our medical school seats by more than 24% over the year. In 2018, we acquired or invested in five companies, which increased our medical school seats by more than 118.3% over the year. Our acquisition of Medcel enabled us to access the medical residency preparation market, and the acquisition of Instituto de Pesquisa e Ensino M dico do Estado de Minas Gerais Ltda., or IPEMED, enabled us to enter the graduate and specialization courses market. Our acquisition strategy is mainly focused on expanding our medical school footprint by adding new institutions to our existing portfolio. Enter into new markets We believe our end-to-end physician-centric ecosystem is equipped to serve medical students in complementary segments where our innovative methodological, data-driven approach can continue to disrupt traditional vendors and legacy business models. We believe opportunities exist in new sectors and regions of Brazil. In the future, we intend to focus on expanding further into continuing medical education. We may also seek to grow our business by selectively expanding into international markets with similar fundamentals. Develop new products We plan to continuously evolve our platform and offer solutions that keep up with the growing demands of our students. We have a planned pipeline of new products, including new medical web-series seasons, corporate medical training, new extension health programs, a tutoring suite, a peer-to-peer suite and a virtual reality product. Table of Contents Our Corporate Structure Our Corporate Reorganization We are a Cayman Islands exempted company, incorporated with limited liability on March 22, 2019. On March 29, 2019, BR Health (a wholly-owned subsidiary of Crescera that controls Guardaya), and Guardaya (which owns 100% of Medcel Editora and CBB Web) merged into Afya Brazil, resulting in the transfer to Afya Brazil of 100% of Medcel Editora and CBB Web and 15% of Uni o Educacional do Planalto Central S.A., or UEPC, a medical school located in the Federal District. Additionally, on June 18, 2019, Afya Brazil acquired an additional 15% interest in UEPC through a contribution by Crescera of its additional 15% interest in UEPC into Afya Brazil's share capital. The purchase price was R$24.5 million. This contribution was conducted as part of our corporate reorganization and pursuant to the terms and conditions of (i) a purchase agreement between BR Health and UEPC's controlling shareholders, which was assigned by BR Health to Crescera on March 25, 2019, and which required Crescera to acquire the 15% interest in UEPC directly from UEPC's controlling shareholders, and (ii) an investment agreement dated March 29, 2019, among Crescera, certain members of the Esteves family, a minority shareholder and Afya Brazil, pursuant to which Crescera agreed to subsequently contribute its additional 15% interest in UEPC into Afya Brazil's share capital in exchange for a certain number of shares in Afya Brazil, to be calculated at the time of the contribution in accordance with the calculation formula set forth in the investment agreement. Prior to the consummation of our initial public offering, which closed on July 23, 2019, the Esteves Family, Crescera, other members of the Esteves family and the other shareholders of Afya Brazil, or the Afya Brazil Minority Shareholder Group, contributed all of their shares in Afya Participa es S.A. (formerly NRE Participa es S.A.), or Afya Brazil, to us. In return for this contribution, we issued 58,485,140 new Class B common shares to Nicolau Carvalho Esteves, Ros ngela de Oliveira Tavares Esteves and Crescera and 17,370,248 new Class A common shares to the other members of the Esteves family and the Afya Brazil Minority Shareholder Group, in each case in a one-to-28 exchange for the shares of Afya Brazil contributed to us. Until the contribution of Afya Brazil shares to us, we had no operations and had only nominal assets and liabilities and no material contingent liabilities or commitments. After accounting for the new Class A common shares that will be issued and sold by us in this offering, we will have a total of 92,764,203 common shares issued and outstanding immediately following this offering, 49,557,773 of these shares will be Class B common shares beneficially owned by the Esteves Family and Crescera, and 43,186,430 of these shares will be Class A common shares beneficially owned by investors purchasing in this offering and our initial public offering. Roll-up transactions On June 14, 2019, we concluded the roll-up of the minority shareholders of Instituto Educacional Santo Agostinho S.A., or FASA, to Afya Brazil. On June 16, 2019, we concluded the roll-up of the minority shareholders of IESP to Afya Brazil. On June 17, 2019, we concluded the roll-up of the minority shareholders of UNIVA O to Afya Brazil. Initial Public Offering On July 18, 2019, the registration statement on Form F-1 (File No 333-232309) relating to our initial public offering of our class A common shares was declared effective by the SEC. On July 23, 2019, we closed our initial public offering, pursuant to which we issued and sold 13,888,887 Class A common shares and certain selling shareholders sold 1,916,954 Class A common shares. *Except for UEPC, all subsidiaries are controlled and/or wholly owned by Afya Brazil. **ITPAC Palmas, ITPAC Camet , ITPAC Cruzeiro do Sul and ITPAC Manacapuru are branches of ITPAC Aragua na, ITPAC Abaetetuba and ITPAC Bragan a are branches of ITPAC Porto Nacional, and ITPAC Santa In s and ITPAC Itacoatiara are branches of IPTAN. Campuses for ITPAC Camet , ITPAC Cruzeiro do Sul, ITPAC Manacapuru, ITPAC Abaetetuba, ITPAC Bragan a, ITPAC Santa In s and ITPAC Itacoatiara are expected to open by 2021. ***RD means RD Administra o e Participa es Ltda. ****CIS means Centro Integrado de Sa de de Teresina Ltda. *****ESMC was incorporated through the spin-off of FASA, with the transfer from FASA to ESMC of the assets of FASA located in the State of Minas Gerais. Recent Developments Acquisitions UniRedentor On November 1, 2019, Afya Brazil entered into a purchase agreement for the acquisition of 100% of UniRedentor Sociedade Universit ria Redentor, or UniRedentor. UniRedentor is a post-secondary education institution with governmental authorization to offer on-campus, undergraduate courses in medicine in the State of Rio de Janeiro. UniRedentor also offers other health-related undergraduate degrees and graduate programs in medicine and health, as well as other courses. In 2019, UniRedentor's gross revenue totaled R$131.0 million and approximately 76% of its gross revenue came from health-related programs. The transaction was consummated on January 31, 2020. The aggregate purchase price was R$225 million, of which: (i) R$125 million was paid in cash on January 31, 2020, and (ii) R$100 million is payable in five equal installments through May 2024, adjusted by the CDI rate. The acquisition contributed 112 medical school seats to us, with a potential 44 additional medical school seats subject to approval by MEC. shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. For investors outside the United States: Neither we, the selling shareholders, any of the underwriters nor any of our or their affiliates have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus outside the United States and in their jurisdiction (including Brazil). However, we may make offers and sales outside the United States in circumstances that do not constitute a public offer or distribution under applicable laws and regulations. We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Table of Contents Potential Acquisition Afya Brazil is in advanced discussions to acquire a post-secondary education institution with governmental authorization to offer on-campus post-secondary undergraduate courses in medicine. The purchase price is expected to be between R$330 million and R$350 million, including indebtedness of the target. However, there can be no assurance that the parties will enter into a purchase agreement. Medical School Authorizations On September 30, 2019, following the revocation by the courts of the injunctions suspending the awards to open and operate medical schools in the cities of Bragan a and Abaetetuba, both in the State of Par , in connection with the "Mais M dicos" program (as described in "Business Legal Proceedings "Mais M dicos" Proceedings"), we obtained the authorizations from MEC to open and operate our medical schools in Bragan a and Abaetetuba. The authorizations contributed 100 medical seats to Afya. CFO Transition Plan On January 13, 2020, we announced that Luciano Toledo de Campos, our Chief Financial Officer, had notified us of his intention to leave Afya for personal reasons. Mr. Campos will remain with Afya as Chief Financial Officer to ensure a smooth and effective transition of his duties, including through our scheduled full year 2019 financial results announcement. We have already started conducting our search for our next Chief Financial Officer and are at an advanced stage in our search. FASA Spin-Off On January 1, 2020, we incorporated ESMC Educa o Superior Ltda., or ESMC, and transferred the two FASA campuses located in the State of Minas Gerais, which do not offer medicine courses, to ESMC. As of the date of this prospectus, FASA's activities are concentrated in its two campuses located in the State of Bahia, which offer medicine courses, among others. This spin-off did not have an impact on our consolidated financial statements. Summary of Risk Factors An investment in our Class A common shares is subject to a number of risks, including risks related to our business and industry, risks related to Brazil and risks related to the offering and our Class A common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled "Risk Factors" for a more thorough description of these and other risks. Risks Relating to Our Business and Industry We may not be able to identify and acquire new medical higher education institutions or meet our strategic and financial goals in connection with any business acquisition we seek, and difficulties in effectively integrating and managing a growing number of campuses may adversely affect our strategic objectives. Our limited operating history as a consolidated company, our recent acquisitions and the comparability of our results may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects. The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and may not be indicative of our combined financial condition or results of operations after giving effect to the acquisitions of IPTAN, IESVAP, IESP, FADEP and Medcel, or the Pro Forma Transactions. Table of Contents Our revenues are highly concentrated in the tuition fees we charge for our medical courses and other clinical programs, and any economic, market or regulatory factors adversely affecting such medical courses and clinical programs could lead to decreased demand in the medical and clinical courses we offer, which could materially adversely affect us. Changes to the rules or delays or suspension of tuition payments made through the Higher Education Student Financing Fund (Fundo de Financiamento ao Estudante do Ensino Superior), or FIES, may adversely affect our cash flows and our business. If we lose the benefits of federal tax exemptions provided under the University for All Program (Programa Universidade para Todos), or PROUNI, our business, financial condition and results of operations may be adversely affected. An increase in delays and/or defaults in the payment of tuition fees may adversely affect our income and cash flows. Any increase in the attrition rates of students in our education programs may adversely affect our results of operations. Risks Relating to Brazil The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil's political and economic conditions could adversely affect our business and the price of our Class A common shares. Economic uncertainty and political instability in Brazil may harm our business and the price of our Class A common shares. Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would adversely affect our business and the price of our Class A common shares. Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares. Risks Relating to the Offering and our Class A Common Shares An active trading market for our Class A common shares may not be sustainable. If an active trading market is not maintained, investors may not be able to resell their shares at or above the offering price and our ability to raise capital in the future may be impaired. The Esteves Family and Crescera, our largest group of shareholders, own 100% of our outstanding Class B common shares, which will represent approximately 92.0% of the voting power of our issued share capital following this offering, and will control all matters requiring shareholder approval. This concentration of ownership and voting power limits your ability to influence corporate matters. Our dual class capital structure means our shares will not be included in certain indices. We cannot predict the impact this may have on our share price. We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions. represent less than 1% of our gross tuition fees). For further information, see "Presentation of Financial and Other Information Combined Tuition Fees." Table of Contents Corporate Information Our principal executive offices are located at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais, Brazil. Our telephone number at this address is +55 (31) 3515 7550. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.afya.com.br. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part. Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure; an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting; reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.07 billion in annual revenue, have more than US$700 million in market value of our Class A common shares held by non-affiliates or issue more than US$1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of the requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure in this prospectus and we may choose to take advantage of other reduced reporting burdens in future filings. Accordingly, the information contained herein and the information that we provide to our shareholders may be different than the information you might get from other public companies. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. Table of Contents

parsed_sections/prospectus_summary/2020/AGAE_allied_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary contains basic information about us and the offering contained elsewhere in this prospectus. Because it is a summary, it does not contain all the information that you should consider before investing in our common stock. You should read and carefully consider the entire prospectus before making an investment decision, especially the information presented under the headings "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and all other information included in this prospectus in its entirety before you decide whether to purchase any securities offered by this prospectus. Company Overview Background Allied Esports Entertainment Inc. ("AESE"), formerly known as Black Ridge Acquisition Corp, or "BRAC", was incorporated in Delaware on May 9, 2017 as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Allied Esports Media, Inc. ("AEM"), a Delaware corporation, was formed in November 2018 to act as a holding company for Allied Esports International Inc. ("Allied Esports") and immediately prior to the closing of the Merger (see below) to also include Noble Link Global Limited ("Noble Link"). On December 19, 2018, BRAC, Noble Link and AEM executed an Agreement and Plan of Reorganization (as amended, the "Merger Agreement"). On August 9, 2019 (the "Closing Date"), Noble Link merged with and into AEM, with AEM being the surviving entity. Further, on the Closing Date, a subsidiary of AESE merged with and into AEM pursuant to the Merger Agreement, with AEM being the surviving entity (the "Merger"). Allied Esports, together with its subsidiaries, owns and operates the esports-related businesses of AESE. Noble Link (prior to the Merger) and its wholly owned subsidiaries Peerless Media Limited, Club Services, Inc. and WPT Enterprises, Inc. operate the poker-related business of AESE and are collectively referred to herein as "World Poker Tour" or "WPT." References to the "Company" are to the combination of AEM and WPT during the period prior to the Merger and to AESE and its subsidiaries after the Merger. The Company AESE operates a premier public esports and entertainment company, consisting of the Allied Esports and World Poker Tour businesses. The World Poker Tour is a premier name in internationally televised gaming and entertainment with brand presence in land-based poker tournaments, television, online and mobile. Leading innovation in the sport of poker since 2002, WPT helped ignite the global poker boom with the creation of a unique television show based on a series of high-stakes poker tournaments. WPT s Tour Events are held at locations throughout the world and have awarded more than one billion in prize dollars in its 18-year history. WPT has broadcast globally in more than 150 countries and territories, and is currently producing its 18th season, which airs on FOX Sports Regional Networks in the United States. Season 18 of WPT is currently sponsored by its online subscription-based poker service, ClubWPT.com. WPT offers a suite of online poker services which it operates by itself and through its partners offering consumers the ability to access gaming content on a year-round 24/7 basis. ClubWPT.com is a unique online membership site that offers inside access to the WPT, as well as a sweepstakes-based poker club available in 35 states across the United States and Washington D.C., and four foreign countries, with innovative features and state-of-the-art creative elements inspired by WPT s 18 years of experience in gaming entertainment. In addition, WPT licenses its brand to social gaming sites through partners like Zynga as well as to educational learning platforms such as LearnWPT. These online products are scalable and offer geographic access that might be limited if WPT relied on tour stop participation alone. Additionally, WPT benefits from managing its own distribution business which currently has more than 1,100 hours of broadcast-ready content, and offers demographically similar programming to its poker content, such as esports, golf and MMA. WPT uses this large suite of programming as leverage to seek preferred airtimes on its various distribution channels where it may promote its online products or offer airtime to sponsors in territories they seek to enter. WPT also participates in strategic brand license, partnership, sponsorship opportunities and music licensing. For the past 16 years of its 18-year history, WPT s business model has successfully utilized the following three pillars for its business model in the sport of poker: in-person experiences; developing multiplatform content; and providing interactive services. WPT utilizes its in-person experiences to expand its brand throughout the world and creates content from such experiences to monetize its brand as part of its multiplatform content. WPT s live events all over the world and distribution of its content via broadcast, streaming and social media, allow WPT to generate significant marketing opportunities for both its sponsors and its own products. WPT has taken advantage of this marketing arm to promote several interactive products: ClubWPT, its subscription-based online poker club that WPT owns and operates, which also offers social poker; PlayWPT, a web and mobile social poker product that is operated by a third party utilizing software and branding that WPT licenses to such provider; Zynga Poker, who operates one of the world s largest social poker products, to whom WPT has licensed its brand for certain WPT-branded poker tournaments on their platform; and HongKong Triple Sevens Interactive Co., Ltd, who licenses WPT s Alpha8 brand to operate a social poker product they are in the process of developing. In addition to the three-pillar approach to monetizing the WPT brands as described above, WPT has also been able to combine these approaches in a regional manner to create localized versions of the WPT in other parts of the world. WPT believes that this increased reach will have long-term benefits to WPT s brand image and profitability. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per security Proposed maximum aggregate offering price Amount of registration fee (2) Common stock, par value $0.0001 per share 24,042,782 $ 2.10 (2) $ 50,489,842.20 $ 6,553.58 (1) There is also being registered hereunder an indeterminate number of additional shares of common stock as shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) 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 shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ABOUT THIS PROSPECTUS Unless otherwise stated or the context otherwise requires, the terms "we," "us," "our," "AESE" and the "Company" refer to Allied Esports Entertainment, Inc. and its subsidiaries. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC"), pursuant to which the selling stockholders may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find More Information" in this prospectus. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk

parsed_sections/prospectus_summary/2020/AGTX_agentix_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/AHCO_adapthealt_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AI_c3-ai-inc_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Our fiscal year ends on April 30. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company, and C3.ai refer to C3.ai, Inc. and its subsidiaries. Unless otherwise indicated, references to our common stock include our Class A common stock and Class B common stock. OVERVIEW C3.ai C3.ai is an Enterprise AI software company. We provide software-as-a-service, or SaaS, applications that enable the rapid deployment of enterprise-scale AI applications of extraordinary scale and complexity that offer significant social and economic benefit. All C3.ai software applications can be deployed on Azure, Amazon Web Services, or AWS, the IBM Cloud, Google Cloud Platform, or on-premise. Enterprise AI Software Solutions We provide three primary families of software solutions The C3 AI Suite, our core technology, is a comprehensive application development and runtime environment that is designed to allow our customers to rapidly design, develop, and deploy Enterprise AI applications of any type. C3 AI Applications, built using the C3 AI Suite, include a large and growing family of industry-specific and application-specific turnkey AI solutions that can be immediately installed and deployed. C3.ai Ex Machina, our no-code solution that provides secure, easy access to analysis-ready data, and enables business analysts without data science training to rapidly perform data science tasks such as building, configuring, and training AI models. Large Total Addressable Market We serve a large and rapidly growing market, estimated to be $174 billion in 2020, growing to $271 billion in 2024, a 12% compound annual growth rate, or CAGR. Our solutions address use cases across Enterprise AI Software. $18 billion in 2020, $44 billion in 2024, a 24% CAGR.1 Enterprise Infrastructure Software. Application Development, Infrastructure, and Middleware Data Integration and Quality Tools, and Master Data Management Products $63 billion in 2020, $82 billion in 2024, a 7% CAGR.2 Enterprise Applications. Analytics, Business Intelligence and Customer Relationship Management, or CRM $93 billion in 2020, $145 billion in 2024, a 12% CAGR.3 By any standards, this is a large and rapidly growing addressable market opportunity. First-Mover Advantage We believe we enjoy a significant first-mover advantage in Enterprise AI, based on our significant investment in our products and technology over the last decade of development. We are not aware of others who have made as much progress as we have in this space. We believe that we have the world s most extensive Enterprise AI production footprint. Our goal is 1 Source IDC, Worldwide Artificial Intelligence Systems Spending Guide, September 2019 2 Source Gartner, Forecast Enterprise Infrastructure Software, Worldwide, 2018-2024, 3Q20 Update 3 Source Gartner, Forecast Enterprise Application Software, Worldwide, 2018-2024, 3Q20 Update The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued December 7, 2020 15,500,000 Shares Class A Common Stock C3.ai, Inc. is offering 15,500,000 shares of our Class A common stock. This is our initial public offering, and no public market currently exists for our shares of common stock. We anticipate that the initial public offering price will be between $36.00 and $38.00 per share. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 50 votes per share and is convertible into one share of Class A common stock. Each of Spring Creek Capital, LLC, an affiliate of Koch Industries, Inc., and Microsoft Corporation has entered into an agreement with us pursuant to which it has agreed to purchase $100.0 million and $50.0 million, respectively, of our Class A common stock in a private placement at a price per share equal to the initial public offering price. These transactions are contingent upon, and are scheduled to close immediately subsequent to, the closing of this offering. Outstanding shares of Class B common stock will represent approximately 65.34% of the voting power of our outstanding capital stock immediately following this offering and the concurrent private placements. Our founder, Chief Executive Officer, and Chairman of the Board, Thomas M. Siebel, will hold or have the ability to control approximately 71.84% of the voting power of our outstanding capital stock immediately following this offering and the concurrent private placements. We believe we are eligible for but do not intend to take advantage of the controlled company exemption to the corporate governance rules for New York Stock Exchange-listed companies. We have been approved to list our Class A common stock on the New York Stock Exchange under the symbol AI. We are an emerging growth company as defined under the federal securities laws. Investing in our Class A common stock involves risks. See the section titled Risk Factors beginning on page 16. PRICE $ A SHARE Price to Public Underwriting Discounts and Commissions(1) Proceeds to C3.ai, Inc. Per Share$$$ Total$$$ __________________ (1)See the section titled Underwriters for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale at the initial public offering price through a directed share program to certain individuals identified by our officers and directors who have expressed an interest in purchasing common stock in this offering. For additional information, see the section titled Underwriters. We have granted the underwriters the right to purchase up to an additional 2,325,000 shares of Class A common stock. Certain funds and accounts managed by subsidiaries of BlackRock, Inc., or the BlackRock Funds, and one or more entities affiliated with Capital Research Global Investors, have each separately indicated an interest in purchasing shares of Class A common stock at the initial public offering price, representing up to 20% of the shares of Class A common stock offered in this offering on a combined basis. These indications of interest are not binding agreements or commitments to purchase. As a result, either the BlackRock Funds, Capital Research Global Investors, or both could determine to purchase more, less or no shares in this offering, or the underwriters could determine to sell more, fewer or no shares to the BlackRock Funds or to Capital Research Global Investors. The underwriters would receive the same discount on any of the shares sold to the BlackRock Funds or to Capital Research Global Investors as they would from any other shares sold to the public in the offering. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , . MORGAN STANLEYJ.P. MORGANBofA SECURITIES DEUTSCHE BANK SECURITIES CANACCORD GENUITYJMP SECURITIESKEYBANC CAPITAL MARKETSNEEDHAM COMPANYPIPER SANDLERWEDBUSH SECURITIES , 2020 to establish and maintain a global leadership position in Enterprise AI across all market segments including large enterprises, small and medium businesses, and government entities. Rapid Revenue Growth We are growing rapidly, with total revenue of $156.7 million in the fiscal year ended April 30, 2020 compared to $91.6 million in the fiscal year ended April 30, 2019, representing year-over-year growth of 71%. Over the same period, our subscription revenue grew to $135.4 million from $77.5 million, a 75% increase. The bulk of our revenue accrues from subscription software, accounting for roughly 86% of our total revenue. We incurred net losses of $69.4 million and $33.3 million in the fiscal years ended April 30, 2020 and 2019, respectively. Lighthouse Customers Our market-entry strategy has been to establish high-value customer engagements with large global early adopters, or lighthouse customers, in Europe, Asia, and the United States across a range of industries. These lighthouse customers serve as proof points for other potential customers in their particular industries. We have established strategic relationships with our customers that include many of the world s iconic organizations, demonstrating the utility of our Enterprise AI software solutions across geographies, cultures, vertical markets, and a wide range of use-cases at small, medium, and even the largest industrial scale. We work to replicate those deployments across similar companies within each vertical market. High-Value Outcomes We are enabling the digital transformation of many of the world s leading organizations and, in the process, helping them to attain short time-to-value and exceptionally high economic returns. At some companies, based on feedback from our customers, we estimate our solutions have resulted in hundreds of millions of dollars in annual economic benefit.4 We estimate, based on our production C3.ai roadmaps, that we may enable billions of dollars in annual economic benefit for our customers.5 Rapid Time to Value The key to our market success to date, and our primary competitive differentiator, is our ability to leverage the C3 AI Suite and C3 AI Applications to bring high-value Enterprise AI applications into production use rapidly. We have deployed Enterprise AI applications into production use in as little as four weeks. Outsized Average Total Subscription Contract Value As a result of the high-value outcomes that we enable, we enjoy uncommonly high total contract values for software subscriptions. Our average total subscription contract value for contracts entered into in fiscal years 2016, 2017, 2018, 2019, and 2020 was $1.2 million, $11.7 million, $10.8 million, $16.2 million, and $12.1 million, respectively. We believe this is a high-water mark for the applications software industry.6 We are able to drive these extraordinary subscription contract values because of the high-value outcomes we provide to our customers we enable some of the largest companies in the world to succeed in their most mission-critical digital transformation projects. Total contract value is the sum of total subscription contract value plus paid trials, contractual increases of less than 12 months in duration, and monthly actual usage-based fees. Our average total contract value for contracts entered into in fiscal 4 Management estimates based on results from trials or deployments using customer data from more than 20 projects across 15 customers. Data and feedback were collected from 2016 to 2020. See the section titled Market, Industry, and Other Data for additional information. 5 Based on actual results achieved in trials or deployments using actual customer data and business processes as provided by our customers. These estimates are limited by the scaling factors of extrapolating these results from the specific project scope of each trial or deployment across the customer s entire business. These estimates are based on more than 20 projects across 15 customers, and the data and feedback were collected from customer engagements occurring in the years 2016 to 2020. 6 Based on our review of the estimated contract values of approximately 100 representative applications software companies from publicly available sources. See the section titled Market, Industry, and Other Data for additional information. years 2016, 2017, 2018, 2019, 2020, and the six months ended October 31, 2020 was $0.6 million, $2.6 million, $1.2 million, $1.4 million, $1.3 million, and $1.7 million, respectively. The average total subscription contract value is decreasing and we expect it to continue to decrease as we have restructured our sales organization and expanded our market-partner ecosystem to effectively address small, medium, and large enterprise sales opportunities. We have seen significant progress to date in this regard. Our average total subscription contract value for the six months ended October 31, 2020 was $7.7 million. Land and Expand After their initial contract with us, our customers tend to expand the use of our products and, as a result, may purchase additional applications, additional developer seats, additional software products, additional runtime usage, and additional services. We define an Entity as a separate buying entity that has an active contract to deploy the C3 AI Suite or one or more C3 AI Applications. We often provide our software to a distinct department, business unit, or group within such single buying entity and define a customer as each distinct department, unit, or group within an Entity. The average initial subscription contract value with our largest 15 Entities from 2010 to date is $12.8 million. On average, each of these Entities has purchased an additional $26.1 million in product subscriptions and services from us since their initial subscription contract to date as they expanded existing use cases and added additional use cases to their roadmaps. Extensive Partner Ecosystem We have established strategic relationships with technology leaders including AWS, Baker Hughes, Fidelity National Information Services, or FIS, Google, IBM, Microsoft, and Raytheon. These world-leading technology companies can marshal tens of thousands of talented resources to establish and serve small, medium, and large C3.ai customer relationships at global scale. Leveraged Go-to-Market Model Our market entry growth strategy has been to employ a direct sales organization organized in a traditional geographic industry market matrix, partnered with C3.ai technical experts in our forward deployed engineering organization, to establish and expand customer relationships with large lighthouse customers with a diversity of AI use cases across a range of industry segments. Our sales and engagement efforts are frequently closely coordinated with our marketing partners including AWS, Baker Hughes, FIS, Google, IBM, and Microsoft. Having established the scalability of our product offerings and their utility across a wide range of AI use cases at large-enterprise scale, we are now (1) expanding those same use cases across similar companies, (2) establishing middle market sales organizations, including telesales and online sales, and (3) leveraging our marketing partners as enterprise and mid-market distribution channels. Revenue Model The bulk of our revenue is generated from subscriptions to our software, accounting for roughly 86% of our total revenue. We currently have four primary revenue sources Term subscriptions of the C3 AI Suite, usually three years in duration. Term subscriptions of C3 AI Applications, usually three years in duration. Monthly runtime fees of the C3 AI Applications and customer-developed applications built using the C3 AI Suite, usage-based upon CPU-hour consumption. Professional services fees associated with training and assisting our customers. Recognized AI-Industry Leadership We have won many industry recognitions, including CNBC Disruptor 50 (2020, 2019, 2018), BloombergNEF Pioneer (2020), Forbes Cloud 100 (2020, 2019, 2018, 2017), Deloitte Technology Fast 500 (2019), and EY Entrepreneur of the Year (2018, 2017), and have been named a leader by Forrester Wave Industrial IoT Software Platforms (2019, 2018). Our Secret Sauce C3.ai Model-Driven Architecture The C3 AI Suite, with its proprietary model-driven architecture, addresses the requirements for the digital transformation software stack, providing a low-code no-code AI and Internet of Things, or IoT, platform that accelerates software development, reduces cost and risk, and delivers applications that are flexible enough to meet evolving needs. We believe Enterprise AI applications require a new digital transformation software stack. The traditional approach to developing AI and IoT enterprise software i.e., using structured programming to build applications by assembling and integrating various open source components and cloud services can be slow, costly, and ineffective. Due to daunting technical requirements, among other reasons, a recent study has shown that 84% of Enterprise AI deployments have not scaled. Enabled by our proprietary model-driven architecture, the C3 AI Suite and C3 AI Applications allow organizations to dramatically simplify and accelerate Enterprise AI adoption. Compared to the structured programming approach that most organizations typically attempt, we estimate that our model-driven architecture speeds development by a factor of 26, while reducing the amount of code that must be written by up to 99%. We enjoy a rich patent portfolio that presents a substantial competitive advantage in the Enterprise AI market most notably, our recently issued U.S. patents (No. 10,817,530 and No. 10,824,634) which were granted for systems, methods, and devices for an enterprise AI and internet-of-things platform. The C3 AI Suite enables us to rapidly and successfully deploy functionally rich, high-value Enterprise AI applications even at the largest enterprise scale. Competition Our primary competition is largely do-it-yourself, custom-developed, company-specific AI platforms and applications. These tend to be very costly complex software engineering projects, often fail, and, if successful, usually require many years to realize economic return. We are unaware of any end-to-end Enterprise AI development platforms that are directly competitive with the C3 AI Suite. Sales Alliances Strategic partnerships are core to our growth strategy with market-leading companies offering highly leveraged distribution channels to various markets. To date, we have established such a partnership with Baker Hughes to address the needs of the global oil and gas market, with FIS to address needs in the financial services market, with Raytheon to serve the U.S. defense and intelligence communities, and with Microsoft and Adobe to address the next generation of CRM. In addition, we have announced global alliances with AWS, IBM, Intel, and Microsoft to jointly market, sell, and service our combined solutions across industry verticals. In the majority of our sales opportunities we are aligned with one or more of these partners. Thought Leadership Our Chief Executive Officer, Tom Siebel, and our Chief Technology Officer, Ed Abbo, are recognized leaders in information technology, facilitating broad market validation by media, analysts, and industry groups. Their decades of technology leadership in enterprise software position them well to engage strategically with the executive leadership of leading corporations and government entities. University Relations C3.ai Digital Transformation Institute Established in February 2020, the C3.ai Digital Transformation Institute, or C3.ai DTI, is a research consortium dedicated to accelerating the benefits of artificial intelligence for business, government, and society. C3.ai DTI engages the world s leading scientists to conduct research and train practitioners in the new Science of Digital Transformation, which operates at the intersection of artificial intelligence, machine learning, cloud computing, internet of things, big data analytics, organizational behavior, public policy, and ethics. C3.ai DTI is a coalition of some of the world s leading research institutions including Princeton, Carnegie Mellon, MIT, University of Illinois at Urbana-Champaign, University of Chicago, UC Berkeley, Stanford, the National Center for Supercomputing Applications, and Lawrence Berkeley Labs, in partnership with Microsoft and C3.ai. C3.ai DTI provides organization and funding for wide-ranging fundamental research to develop advanced AI techniques, methods, and processes to accelerate the Science of Digital Transformation. Funding, computing resources, Azure resources, and unlimited use of the C3 AI Suite are being provided to these researchers and institutions as the AI research platform. C3.ai DTI has initially funded 26 research projects to develop new AI techniques to address the challenges of the COVID-19 pandemic. In addition to contributing to the public good, C3.ai DTI exposes the capabilities of our AI Suite and AI Applications to potentially thousands of researchers, undergraduates, and graduate students at these world-renowned institutions. This helps to further build the community of C3.ai users and to establish C3.ai as the standard for developing and deploying large-scale Enterprise AI applications to solve the world s hardest problems. Growth Strategy We are substantially investing in the expansion of our direct enterprise sales and service organization both geographically and across vertical markets to expand the use of C3.ai solutions within existing customers and establish new customer relationships. We will continue to focus on the success of our customers to increase penetration of our existing customer base. We will continue to expand our major account sales organization to focus on large enterprise software agreements. We will continue to expand our enterprise sales organization globally, focused on divisions of Fortune 500 companies as well as with smaller and medium-sized businesses. We will expand our leveraged distribution channel with additional strategic partners like Baker Hughes, FIS, Microsoft, and Raytheon. We will continue to develop high volume distribution channels including digital marketing, telesales, and strategic distributors, particularly to address the needs of small and medium businesses. We are bringing new product families to market that we believe will develop into substantial recurring revenue streams for C3.ai. We expect to enter into additional strategic development and distribution agreements, like those we have in place with Baker Hughes, FIS, Microsoft, and Raytheon, that we expect will provide us highly leveraged access to other vertical and horizontal markets. Rich Human Capital Our strongest asset is unquestionably the human capital we have been able to attract, retain, and motivate. We have won the Glassdoor Best Place to Work award, were named a WayUp Top 100 Internship Program, and are consistently ranked amongst the best places to work. We attract exceptionally talented, highly educated, experienced, motivated employees. We hired 214 new employees in the past year. We received approximately 52,000 applications for those positions. Approximately 10,000 of those were engaged in rigorous skill evaluation and interview cycles for a final selection of 214. Fifty-seven percent of our employees have advanced degrees, many from the world s most prestigious institutions. Veteran Disciplined Management Our executive leadership team, led by our CEO, Tom Siebel, has individually and collectively managed some of the world s most successful and rapidly growing software companies, including Oracle and Siebel Systems. This is a team that has created markets and has a demonstrated history of responsible management and commitment to employees, customers, and investors. We enjoy exceptional levels of experience, discipline and rigor in our management practices that transcend market cycles and market bubbles. We are focused on building a rapidly growing, professional, structurally cash-positive, and structurally profitable company in the long term with the singular focus of establishing a global leadership position in Enterprise AI with a long trail of satisfied customers. Our CEO, Tom Siebel, is a seasoned software innovator who has and continues to receive broad industry recognition for his leadership. A sample of his honors and awards include Entrepreneur of the Year EY, 2018 Glassdoor Top CEO 2018 Honorary Ph.D. Politecnico di Torino, 2018 Entrepreneur of the Year EY, 2017 Best Places to Work, 100% CEO approval rating Glassdoor, 2017 Most Admired CEO Lifetime Achievement Award San Francisco Business Times, 2016 Academy of Arts and Sciences, Elected Member April 2013 #3 of the World s Top 25 Philanthropists Barron s, November 2010 Woodrow Wilson Award for Corporate Citizenship Engineering at Illinois Hall of Fame University of Illinois at Urbana-Champaign, 2010 #5 of the World s Top 25 Philanthropists Barron s, 2009 Top 50 Philanthropists BusinessWeek 2007, 2008 Honorary Ph.D. Engineering University of Illinois at Urbana-Champaign, 2006 Thomas M. Siebel, Master Entrepreneur of the Year Ernst Young, 2003 Entrepreneurial Company of the Year Harvard Business School, 2003 Hall of Fame CRM Magazine, 2003 CEO of the Year Industry Week, 2002 Top 25 Managers in Global Business BusinessWeek, 1999 to 2002 Top 10 CEOs of 2000 Investor s Business Daily, 2000 The World s Most Influential Software Company BusinessWeek, 2000 The Most Influential Company in IT Intelligent Enterprise, 2000 Fastest Growing Technology Company Deloitte Touche, 1999 Fastest Growing Company in America Fortune, 1999 C3.ai Investment Thesis Enterprise AI is a huge addressable market. We have a highly experienced CEO and management team with an established track record of identifying large technology markets in their nascent stage, developing innovative, superior solutions to meet the needs of those markets, assembling and organizing high-performance organizations, and building rapidly growing, financially sound, cash-positive, profitable, professionally managed, market-leading companies that accrue substantial value to customers, employees, partners, and investors. We have developed a patented Enterprise AI suite enabling the successful digital transformation of leading corporations and government entities. First-mover advantage. Technology leadership. Substantial market eco-system. Recognized Enterprise AI market leadership. A high-performance corporate culture. Focused on excellence in execution. We are in this for the long run, with the singular focus of establishing and maintaining recognized technology innovation and global market leadership in the Enterprise AI application software market. C3.ai, Inc. Letter from the Chief Executive Officer This is my fourth decade in the information technology industry. After completing my graduate work in Computer Science, specifically relational database theory, I was recruited to the then start-up Oracle. The relational database market was nascent when I joined Larry Ellison and Bob Miner at Oracle in 1983. The global market for information technology was $224 billion, and, as I recall, the RDBMS market was less than $20 million. I was satisfied that the fundamental economics of application development and information processing assured the ascendance of RDBMS. That turned out to be a pretty good bet. A decade later, Oracle grew to exceed $1 billion in revenue. The information technology market had grown to exceed $510 billion. We established a clear market leadership position in the RDBMS market. In the mid-1990s, the industry experienced a step function of innovative information technology that proved to dramatically accelerate IT market growth. This included graphical user interface technology, popularized by Microsoft Windows 95, nomadic laptop computers, first introduced by Compaq, broad bandwidth communications, and the post-Mosaic browser ubiquitous internet. As of 1993, as an industry we had successfully applied information technology to automate many business processes including accounting, manufacturing automation, and general office productivity. And yet the business processes of sales, marketing, and customer service were still analog and manual, largely untouched by information technology. In July of 1993, convinced that this presented a huge unserved market opportunity, I founded Siebel Systems, a computer software company committed to successfully applying this new step function of information and communications technology to the business processes of sales, marketing, and customer service. That too turned out to be a good idea. Six years later, Siebel Systems exceeded $2 billion in revenue with 8,000 employees in 29 countries, becoming one of the fastest growing enterprise software companies in history. At Siebel Systems, I believe we invented the CRM market as you know it today, and established a clear global market leading position in that market. Siebel Systems merged with Oracle in 2006. The CRM market is now a $60+ billion software industry. From 1983 through 2006, we saw one wave after another of new technologies mainframes, minicomputers, personal computers, the internet, relational database technology, enterprise application software, and client-server computing. Each technology breakthrough represented a replacement market for its predecessor, fueling a $1.3 trillion industry by 2006. Assessing the IT landscape at the beginning of the 21st century, it became apparent that a new set of technologies was destined to constitute another step function that would change everything about the information processing world, dramatically accelerating the growth of IT markets. This step function of technologies substantially more impactful than anything we had seen before included elastic cloud computing, big data, the internet of things, and AI or predictive analytics. Today, at the confluence of these technology vectors we find the phenomenon of Enterprise AI and Digital Transformation, mandates that are rising to the top of every CEO s agenda. The global IT market exceeds $2.3 trillion today. These technologies were largely nascent in January 2009 when we founded C3.ai with the goal of developing a comprehensive unified software development and enterprise applications solution designed to enable organizations to exploit these new technologies. We succeeded at that task. And in the process, we developed a set of inventions we believe are fundamental to any enterprise AI application, and that are proprietary and patented. We succeeded at deploying high-value Enterprise AI applications at small scale, at medium scale, and at the largest industrial scale. We succeeded across a diverse range of industries and across a wide range of AI use cases. We serve a large and rapidly growing market, estimated to be $174 billion in 2020, growing to $271 billion in 2024. Our goal is to establish a global market-leading position in this market as we did at Oracle and at Siebel Systems. The difference being that this market is an order of magnitude larger than either of those opportunities. I believe we are well-positioned to succeed. The market is large and rapidly growing. We have succeeded at developing a highly differentiated and efficacious AI development platform and an associated family of AI applications. We have

parsed_sections/prospectus_summary/2020/AKRO_akero_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus summary 1

parsed_sections/prospectus_summary/2020/ALAR_alarum_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/ALEC_alector_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/ALEH_ale-group_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/ALTO_alto_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY 1 RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 17 USE OF PROCEEDS 18 DIVIDEND POLICY 18 MARKET INFORMATION FOR OUR COMMON STOCK 18 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 19 BUSINESS 42 MANAGEMENT 56 EXECUTIVE COMPENSATION 69 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 85 PRINCIPAL STOCKHOLDERS 92 SELLING SECURITY HOLDERS 94 PLAN OF DISTRIBUTION 96 DESCRIPTION OF NOTE AMENDMENT AGREEMENT 98 DESCRIPTION OF CAPITAL STOCK 100 LEGAL MATTERS 109 EXPERTS 109 WHERE YOU CAN FIND MORE INFORMATION 110 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 110 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus or the date of any supplement to this prospectus or the date of any supplement to this prospectus, regardless of the time of delivery of this prospectus or any supplement to this prospectus or any sale of our common stock. We are not making an offer to sell shares of common stock, and we are not soliciting an offer to buy shares of common stock, in any jurisdiction where the offer is not permitted. PROSPECTUS SUMMARY This summary highlights selected information included elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the "Risk Factors" section and financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." In this prospectus, the words "we," "us," "our" and similar terms refer to Pacific Ethanol, Inc., a Delaware corporation, unless the context provides otherwise. Our Company Overview We are a leading producer and marketer of low-carbon renewable fuels in the United States. We operate nine strategically-located production facilities. Four of our plants are in the Western states of California, Oregon and Idaho, and five of our plants are located in the Midwestern states of Illinois and Nebraska. We are the sixth largest producer of ethanol in the United States based on annualized volumes. Our plants have a combined production capacity of 605 million gallons per year. We market all the ethanol, specialty alcohols and co-products produced at our plants as well as ethanol produced by third parties. On an annualized basis, we market nearly 1.0 billion gallons of ethanol and over 3.0 million tons of ethanol co-products on a dry matter basis. Our business consists of two operating segments: a production segment and a marketing segment. Our mission is to be a leading producer and marketer of low-carbon renewable fuels, high-value animal feed and high-quality alcohol products in the United States. We intend to accomplish this goal in part by investing in our ethanol production and distribution infrastructure, lowering the carbon intensity of our ethanol, extending our marketing business into new regional and international markets, and implementing new technologies to promote higher production yields and greater efficiencies. Production Segment We produce ethanol, specialty alcohols and co-products at our production facilities described below. Our plants located on the West Coast are near their respective fuel and feed customers, offering significant timing, transportation cost and logistical advantages. Our plants located in the Midwest are in the heart of the Corn Belt, benefit from low-cost and abundant feedstock production and allow for access to many additional domestic markets. In addition, our ability to load unit trains from our plants located in the Midwest, and barges from our Pekin, Illinois plants, allows for greater access to international markets. We wholly-own all of our plants located on the West Coast and the three plants in Pekin, Illinois. We own approximately 74% of the two plants in Aurora, Nebraska as well as the grain elevator adjacent to those properties and related grain handling assets, including the outer rail loop, and the real property on which they are located, through Pacific Aurora, LLC, or Pacific Aurora, an entity owned approximately 26% by Aurora Cooperative Elevator Company, or ACEC. All of our plants, with the exception of our Aurora East facility, are currently operating. Our Aurora East facility was idled in December 2018 due to unfavorable market conditions. As market conditions change, we may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. Calculation of Registration Fee Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3)(4) Shares of common stock 6,636,862 $ 0.6595 $ 4,377,010.49 $ 568.14 Shares of common stock issuable upon exercise of warrants 5,500,000 $ 0.6595 $ 3,627,250.00 $ 470.82 Total number of shares of common stock to be registered 12,136,862 $ 0.6595 $ 8,004,260.49 $ 1,038.96 (5) (1)In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the Registrant is also registering hereunder an indeterminate number of shares of common stock that may be issued and resold resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act based upon the price of $0.6595, which was the average of the high and low prices for the Registrant s common stock on The Nasdaq Capital Market on January 30, 2020. (4)Computed in accordance with Section 6(b) of the Securities Act. (5) Registrant previously paid $1,060.22 The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Commission, acting under Section 8(a), may determine. Facility Name Facility Location Estimated Annual Capacity (gallons) Magic Valley Burley, ID 60,000,000 Columbia Boardman, OR 40,000,000 Stockton Stockton, CA 60,000,000 Madera Madera, CA 40,000,000 Aurora West Aurora, NE 110,000,000 Aurora East Aurora, NE 45,000,000 Pekin Wet Pekin, IL 100,000,000 Pekin Dry Pekin, IL 60,000,000 Pekin ICP Pekin, IL 90,000,000 We produce ethanol co-products at our production facilities such as wet distillers grains, or WDG, dry distillers grains with solubles, or DDGS, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, corn oil, dried yeast and CO2. Marketing Segment We market ethanol, specialty alcohols and co-products produced by our facilities and market ethanol produced by third parties. We have extensive customer relationships throughout the Western and Midwestern United States. Our ethanol customers are integrated oil companies and gasoline marketers who blend ethanol into gasoline. Our customers depend on us to provide a reliable supply of ethanol, and manage the logistics and timing of delivery with very little effort on their part. Our customers collectively require ethanol volumes in excess of the supplies we produce at our production facilities. We secure additional ethanol supplies from third-party plants in California and other third-party suppliers in the Midwest where a majority of ethanol producers are located. We arrange for transportation, storage and delivery of ethanol purchased by our customers through our agreements with third-party service providers in the Western United States as well as in the Midwest from a variety of sources. We market our distillers grains and other feed co-products to dairies and feedlots, in many cases located near our ethanol plants. These customers use our feed co-products for livestock as a substitute for corn and other sources of starch and protein. We sell our corn oil to poultry and biodiesel customers. We do not market co-products from other ethanol producers. Recent Developments Amendments to Credit Facilities On December 20, 2019, our wholly-owned subsidiaries Illinois Corn Processing, LLC, or ICP, and Pacific Ethanol Pekin, LLC, or PE Pekin, amended their term and revolving credit facilities pursuant to which ICP s lender and PE Pekin s lender agreed to waive certain covenant defaults and replaced those covenants with new earnings before interest, taxes, depreciation and amortization and production volume covenants. ICP s lender and PE Pekin s lender also imposed cross-default terms such that, until ICP s lender and PE Pekin s lender collectively receive an aggregate of $40.0 million, a default under the PE Pekin credit agreement would constitute a default under the ICP credit agreement, and vice versa. ICP and PE Pekin also agreed to provide additional security to support their obligations under the ICP credit agreement and PE Pekin credit agreement, respectively, including second lien positions in our production facilities located in the West. ICP s prior scheduled principal payment of $1.5 million, originally due on December 20, 2019, was deferred to the September 20, 2021 maturity date. Scheduled quarterly principal payments of $1.5 million will resume on March 20, 2020. PE Pekin s lender also agreed to defer all scheduled principal installments payable under the term note until August 20, 2021 and we are not required to make the prior scheduled quarterly principal payments of $3.5 million until September 30, 2020, at which time $3.5 million will be due, with the same amount due quarterly thereafter until maturity. The information in this prospectus is not complete and may be changed. The selling security holders 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 and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2020 PRELIMINARY PROSPECTUS PACIFIC ETHANOL, INC. 12,136,862 Shares of Common Stock This prospectus relates to the proposed resale by the selling security holders named in this prospectus or their permitted assigns of up to 12,136,862 shares of our common stock, including (i) 5,500,000 shares of our common stock issuable upon exercise of warrants, or the Warrants, held by the selling security holders, or the Warrant Shares, and (ii) 1,106,144 shares of common stock that may be issuable to the selling security holders in connection with certain anti-dilution rights in favor of the selling security holders for certain dilutive issuances through March 31, 2020 based on a weighted-average anti-dilution formula, or the Additional Common Shares. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. We will not receive any proceeds from the sale of the shares of common stock. The shares may be sold by the selling security holders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled "Plan of Distribution." We are filing the registration statement of which this prospectus is a part to fulfill contractual obligations to do so pursuant to a registration rights agreement, as further described in the prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbol "PEIX." The last reported price of our common stock on January 30, 2020, was $0.6595 per share. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 6 of this prospectus. Neither the Securities and Exchange Commission 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. The date of this prospectus is , 2020. On December 29, 2019, ICP and PE Pekin agreed to amend the secured obligations under their respective security agreements to include ICP s unconditional guarantee of the payment of up to an aggregate $40.0 million to satisfy the obligations of PE Pekin under the PE Pekin credit agreement, and PE Pekin s unconditional guarantee of the payment of the same amount to satisfy the obligations of ICP under the ICP credit agreement. See "Management s Discussion and Analysis of Financial Condition and Results of Operations—Pekin Credit Facility and —ICP Credit Facility." Note Amendment Agreement On December 22, 2019, we and certain of the selling security holders entered into a Senior Secured Note Amendment Agreement, or the Note Amendment Agreement, amending and restating our senior secured notes in the form of an Amended and Restated Senior Secured Note, or Note. We paid an aggregate amendment fee of $1,264,000 to holders of our senior secured note holders, allocated among them on a pro rata basis and paid in kind through an increase in the principal amounts of the Notes. On December 23, 2019, CWD Summit, LLC - acting for and on behalf of Candlewood Renewable Energy Series I, an original signatory to the Note Amendment Agreement, transferred 2,872,350 shares of common stock and Warrants to purchase an aggregate 2,856,397 shares of common stock to its eight accredited investor members, which accredited investor members have executed Joinder Agreements with us with respect to the Registration Rights Agreement. As additional consideration for entering into the Note Amendment Agreement, we also issued to the holders of our senior secured notes an aggregate of 5,530,718 shares of our common stock and the Warrant. The common stock and Warrants were allocated pro rata among the holders of our senior secured notes. The shares of common stock are subject to certain anti-dilution rights in favor of the selling security holders for certain dilutive issuances through March 31, 2020 based on a weighted-average anti-dilution formula. See "Description of Note Amendment Agreement" for information relating to the Note Amendment Agreement, Notes, Warrants and related documents. Risk Factors Our business is subject to numerous risks, as more fully described in the section entitled "Risk Factors" beginning on page 6. In particular, risks associated with our business include: If we are unable to timely implement our strategic initiatives and raise sufficient capital on suitable terms, we will likely have insufficient liquidity to operate our business through the next twelve months, or earlier, resulting in a material adverse effect on our business, prospects, financial condition and results of operations, which could result in a need to seek protection under the U.S. Bankruptcy Code. Our plant indebtedness exposes us to many risks that could negatively impact our business, our business prospects, our liquidity and our cash flows and results of operations. We have incurred significant losses and negative operating cash flow in the past and we may incur losses and negative operating cash flow in the future, which may hamper our operations and impede us from expanding our business. Our results of operations and our ability to operate at a profit is largely dependent on managing the costs of corn and natural gas and the prices of ethanol, distillers grains and other ethanol co-products, all of which are subject to significant volatility and uncertainty. Increased ethanol production or higher inventory levels may cause a decline in ethanol prices or prevent ethanol prices from rising, and may have other negative effects, adversely impacting our results of operations, cash flows and financial condition. The market price of ethanol is volatile and subject to large fluctuations, which may cause our profitability or losses to fluctuate significantly. Disruptions in production or distribution infrastructure may adversely affect our business, results of operations and financial condition. Operational difficulties at our plants could negatively impact sales volumes and could cause us to incur substantial losses. Future demand for ethanol is uncertain and may be affected by changes to federal mandates, public perception, consumer acceptance and overall consumer demand for transportation fuel, any of which could negatively affect demand for ethanol and our results of operations. Corporate Information We are a Delaware corporation that was incorporated in February 2005. Our principal executive offices are located at 400 Capitol Mall, Suite 2060, Sacramento, California 95814. Our telephone number is (916) 403-2123 and our Internet website is www.pacificethanol.net. The content of our Internet website does not constitute a part of this prospectus. The Offering Common stock offered by the selling security holders 12,136,862(1) Common stock outstanding prior to this offering 55,929,461 Common stock to be outstanding after this offering 68,066,323(2) The Nasdaq Capital Market symbol PEIX Use of Proceeds We will not receive any of the proceeds from the sale of the shares of common stock being offered under this prospectus. See "Use of Proceeds."

parsed_sections/prospectus_summary/2020/ALXO_alx_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AMCCF_amcor-plc_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety. Overview Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd (then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a subsidiary of Amcor Pty Ltd. On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction, Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy, the "Remedy Sales"). Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil. Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its Delaware (State or other jurisdiction of incorporation or organization) 3990 (Primary Standard Industrial Classification Code Number) 95-4559504 (I.R.S. Employer Identification Number) 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and strategic priorities. Business Strategy Strategy Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment. Focused portfolio Our portfolio of businesses share some important characteristics: a focus on primary packaging for fast-moving consumer goods, good industry structure, attractive relative growth, and multiple paths for us to win from our leadership position, scale and other competitive advantages. These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities 'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Segment Information Flexibles Segment The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year 2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Flexibles accounted for approximately 78% of our consolidated net sales. Rigid Packaging Segment The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging accounted for approximately 22% of our consolidated net sales. Corporate Information Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone number is +44 117 9753200. Bemis is a Missouri See Table of Additional Registrant Guarantors Below Table of Contents corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956, United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499 4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference." Robert Mermelstein President Amcor Finance (USA), Inc. 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Mimma Barila Sidley Austin Level 10, 7 Macquarie Place Sydney, New South Wales 2000 Australia +61 2 8214 2200 Table of Contents Summary Description of the Exchange Offers The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the risks of investing in the New Notes. Background; Existing Notes In connection with the completion of certain private exchange offers, on June 13, 2019, Bemis issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes") and AFUI issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes"), each of which series of notes was not registered under the Securities Act, and which, collectively, we refer to in this prospectus as the "Existing Notes." Accordingly, in connection with the issuance of each series of Existing Notes, on June 13, 2019, the applicable Issuer and the applicable Guarantors entered into a registration rights agreement (each a "Registration Rights Agreement" and, collectively, the "Registration Rights Agreements") with the dealer managers for the private exchange offers, with respect to such series of Existing Notes. We are making the Exchange Offers in order to satisfy our obligations under the Registration Rights Agreements. The Exchange Offers On the terms and subject to the conditions set forth herein, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2021 that have been registered under the Securities Act (the "New 2021 Notes") for an equal principal amount of the Existing 2021 Notes (CUSIPs: 081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up to $293,200,000 aggregate principal amount of its 3.100% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New Bemis 2026 Notes") for an equal principal amount of the Existing Bemis 2026 Notes (CUSIPs: 081437AP0; 081437AQ8; and U07321AJ8). Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed maximum offering price per note Proposed maximum aggregate offering price(1) Amount of registration fee 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. $346,652,000 100% $346,652,000 $44,995.43 Guarantees of 4.500% Guaranteed Senior Notes due 2021(2) (3) 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. $293,200,000 100% $293,200,000 $38,057.36 Guarantees of 3.100% Guaranteed Senior Notes due 2026(2) (3) 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. $591,266,000 100% $591,266,000 $76,746.33 Guarantees of 3.625% Guaranteed Senior Notes due 2026(2) (3) 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. $497,508,000 100% $497,508,000 $64,576.54 Guarantees of 4.500% Guaranteed Senior Notes due 2028(2) (3) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended. (2)Bemis Company, Inc. fully and unconditionally guarantees the 3.625% Guaranteed Senior Notes due 2026 and the 4.500% Guaranteed Senior Notes due 2028 and Amcor Finance (USA), Inc. fully and unconditionally guarantees the 4.500% Guaranteed Senior Notes due 2021 and the 3.100% Guaranteed Senior Notes due 2026. See inside facing page for additional registrant guarantors, all of which are guarantors of each series of notes. (3)In accordance with Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable. Table of Contents On the terms and subject to the conditions set forth herein, AFUI is offering to exchange up to $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New AFUI 2026 Notes") for an equal principal amount of the Existing AFUI 2026 Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and U02411AD5) and up to $497,508,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2028 that have been registered under the Securities Act (the "New 2028 Notes" and, together with the New 2021 Notes, the New Bemis 2026 Notes and the New AFUI 2026 Notes, the "New Notes") for an equal principal amount of the Existing 2028 Notes (CUSIPs: 02343UAE5; U02411AE3; and U02411AF0). The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes have been registered under the Securities Act, will not be subject to the transfer restrictions applicable to the Existing Notes, will not be entitled to the payment of additional interest provided for in the applicable Registration Rights Agreement, will not be entitled to registration rights or (subject to possible limited exceptions) other rights under the applicable Registration Rights Agreement, and the first interest payment date for and date from which interest will accrue on the New Notes of a series will be different from these applicable to the Existing Notes of that series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. We sometimes refer to the New Notes and Existing Notes as, collectively, the "Notes" or, individually, a "Note." Except where the context indicates otherwise, references to the Notes, include the related Guarantees. The Existing Bemis Notes were issued and the New Bemis Notes will be issued under an indenture, dated as of June 13, 2019 (the "Bemis Notes Indenture"), among Bemis, as issuer, the Bemis Guarantors, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Existing AFUI Notes were issued and the New AFUI Notes will be issued under an indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"), among AFUI, as issuer, the AFUI Guarantors, as guarantors, and the Trustee. We refer to the Bemis Notes Indenture and the AFUI Notes Indenture together, as the "Indentures" and each, an "Indenture". The New Notes of a particular series and any Existing Notes of that series that remain outstanding after the related Exchange Offer will constitute a single series of notes under the Indenture for that series. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expiration Date Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (which is the 21st business day following the date of this prospectus), unless extended or terminated in the applicable Issuer's sole and absolute discretion (which right is subject to applicable law). The term "Expiration Date" means , 2020, except that if an Issuer, in its sole and absolute discretion, extends the period of time during which an applicable Exchange Offer is open, "Expiration Date" shall mean, with respect to that Exchange Offer, the latest date to which that Exchange Offer has been extended. For further information, see "The Exchange Offers Terms of the Exchange Offers; Period for Tendering Existing Notes." Settlement Date The settlement date for each Exchange Offer (the "Settlement Date") will be promptly following the Expiration Date for such Exchange Offer and is expected to be within two business days after such Expiration Date. Representations by Tendering Holders By tendering your Existing Notes, you will acknowledge, represent and warrant to and agree with the applicable Issuer, the applicable Guarantors, the Exchange Agent and the Trustee that, among other things: you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of the applicable Issuer or the applicable Guarantors; any New Notes you receive in the Exchange Offers will be acquired by you in the ordinary course of your business; you have no arrangement or understanding with any person to engage in, and you are not engaged in and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; you are not a broker-dealer that will receive New Notes in the Exchange Offers in exchange for Existing Notes that you purchased from the applicable Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act; and if you are a broker-dealer that will receive New Notes for your own account in the Exchange Offers in exchange for Existing Notes that you acquired as a result of your market-making or other trading activities, you acknowledge that you will deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers in connection with any resale of the New Notes you receive. For further information, see "Plan of Distribution." Table of Contents TABLE OF ADDITIONAL REGISTRANT GUARANTORS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. Amcor plc Jersey (Channel Islands) 98-1455367 Amcor UK Finance PLC England and Wales Not Applicable Amcor Pty Ltd Australia Not Applicable Table of Contents By tendering your Existing Notes, you will be deemed to make these and other acknowledgements, representations, warranties and agreements. For further information, see "The Exchange Offers Representations, Warranties and Covenants by Tendering Owners" and "The Exchange Offers Resales of New Notes." Conditions to the Exchange Offers Each Exchange Offer is subject to certain customary conditions, which may be waived by the applicable Issuer. No Exchange Offer is conditioned on the completion of any other Exchange Offer. In addition, an Issuer may amend the terms of an Exchange Offer without a corresponding amendment being made to the terms of any other Exchange Offer. For further information, see "The Exchange Offers Conditions to the Exchange Offers." Procedures for Tendering the Existing Notes The Existing Notes are currently in book-entry form and represented by global Existing Notes (the "Global Existing Notes") registered in the name of The Depository Trust Company ("DTC") or its nominee. Accordingly, you must tender your Existing Notes pursuant to DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offers are eligible and comply with the other procedures described in this prospectus. If you wish to tender your Existing Notes pursuant to an Exchange Offer, you must, prior to 5:00 p.m., New York City time, on the Expiration Date (i) transmit your acceptance of the applicable Exchange Offer (or cause same to be transmitted) through ATOP, (ii) transfer or cause your Existing Notes to be transferred through ATOP to the Exchange Agent's account at DTC established for purposes of the applicable Exchange Offer and (iii) cause DTC to transmit to the Exchange Agent an electronic confirmation of such transfer (a "Book-Entry Confirmation") that includes a message (an "Agent's Message") stating (i) the aggregate principal amount of Existing Notes that the applicable DTC participant has tendered on your behalf pursuant to the applicable Exchange Offer, (ii) that DTC has received from the tendering DTC participant an express acknowledgment that such participant has received a copy of this prospectus and agrees to be bound by the terms and conditions set forth in this prospectus and (iii) that the applicable Issuer may enforce such agreement against the tendering DTC participant. An Agent's Message in respect of a tender of Existing Notes must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date for such tender to be valid. There is no letter of transmittal for Existing Notes tendered in connection with the Exchange Offers. *The address for the principal executive office of Amcor plc and Amcor UK Finance PLC is 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and the telephone number of that principal executive office is +44 117 9753200. The address for Amcor Pty Ltd's principal executive office is Level 11, 60 City Road, Southbank, Victoria 3006, Australia and the telephone number of Amcor Pty Ltd's principal executive office is +61 3 9226 9000. The primary standard industrial classification code number of each additional registrant is 3990. Table of Contents You may tender any or all of your Existing Notes; provided that Existing Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and, if any Existing Note is tendered in part, the untendered portion of such Existing Note must be a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. For further information, see "The Exchange Offers Procedures for Tendering Existing Notes" and "The Exchange Offers Book-Entry Transfers." If you are the beneficial owner of Existing Notes in book-entry form that are held through or registered in the name of a broker, dealer, bank or other financial institution or nominee and you wish to tender those Existing Notes in an Exchange Offer, you must promptly instruct such broker, dealer, bank or other financial institution or nominee, as the case may be, to tender those Existing Notes on your behalf prior to the expiration of the applicable Exchange Offer or, if you are a direct participant in DTC, you may give those instructions directly to DTC. So long as the Existing Notes of a particular series are in book-entry form represented by one or more Global Existing Notes, this is the only manner in which you will be able to tender your Existing Notes of that series. Withdrawal; Non-Acceptance You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date of an Exchange Offer, any Existing Notes that you have tendered in that Exchange Offer by following the procedures described in this prospectus. Any Existing Notes which have been tendered for exchange but which are withdrawn or otherwise are not exchanged for any reason will be credited to the accounts at DTC of the applicable DTC participants without cost to the holders of such Existing Notes promptly after withdrawal of such Existing Notes or expiration or termination of the applicable Exchange Offer, as the case may be. For further information, see "The Exchange Offers Withdrawal Rights." No Guaranteed Delivery There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date for the related Exchange Offer. No Appraisal or Dissenters' Rights Holders of the Existing Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers. Table of Contents 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 we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 9, 2020 PRELIMINARY PROSPECTUS Bemis Company, Inc. Amcor Finance (USA), Inc. OFFERS TO EXCHANGE Any and all outstanding $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. for Up to $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. for Up to $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 OFFERS TO EXCHANGE Any and all outstanding $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. for Up to $591,266,000 aggregate principal amount 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. for Up to $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 These exchange offers will expire at 5:00 p.m., New York City time, on , 2020, unless extended. This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions. Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes. Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis 2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028 (the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and (iii) the New Notes together with the Existing Notes as the "Notes." The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt. The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees") by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor. Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus. You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you have tendered in the applicable Exchange Offer. Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer. The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations" for more information. Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers. If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will remain subject to restrictions on transfers. Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation system.

parsed_sections/prospectus_summary/2020/ANNX_annexon_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, the terms Annexon, the company, we, us, our and similar references in this prospectus refer to Annexon, Inc. and its consolidated subsidiary. Overview We are a clinical-stage biopharmaceutical company developing a pipeline of novel therapies for patients with classical complement-mediated disorders of the body, brain and eye. Our pipeline is based on our platform technology addressing well-researched classical complement-mediated autoimmune and neurodegenerative disease processes, both of which are triggered by aberrant activation of C1q, the initiating molecule of the classical complement pathway. Evidence suggests that potent and selective inhibition of C1q can prevent tissue damage triggered in antibody-mediated autoimmune disease and preserve loss of functioning synapses associated with cognitive and functional decline in complement-mediated neurodegeneration. Our upstream complement approach targeting C1q acts as an on/off switch designed to block all downstream components of the classical complement pathway that lead to excess inflammation, tissue damage and patient disability in a host of complement-mediated disorders, while preserving the normal immune function of the lectin and alternative complement pathways involved in the clearance of pathogens and damaged cells. Our pipeline of product candidates is designed to block the activity of C1q and the entire classical complement pathway in a broad set of complement-mediated diseases. Our first product candidate, ANX005, is a full-length monoclonal antibody formulated for intravenous administration in autoimmune and neurodegenerative disorders. Our second product candidate, ANX007, is an antigen-binding fragment, or Fab, formulated for intravitreal administration for the treatment of neurodegenerative ophthalmic disorders. We are also developing ANX009, an investigational, subcutaneous formulation of a Fab designed for the treatment of systemic autoimmune diseases. We have completed Phase 1b safety and dose-ranging clinical trials for ANX005 and ANX007 in patients with Guillain-Barr Syndrome, or GBS, and glaucoma, respectively. Both ANX005 and ANX007 were well-tolerated and showed full inhibition of C1q and the classical complement pathway in the Phase 1b trials. Based on learnings from our initial trials, we are advancing our current programs while evaluating additional orphan and large market indications. We are also developing novel product candidates designed to inhibit C1q and other components of the early classical complement cascade with the goal of further broadening our portfolio. Finally, we are leveraging our disciplined development strategy in early clinical trials utilizing established biomarkers to enhance patient selection, measure target engagement and assess our product candidates potential to meaningfully impact the disease process and improve the probability of technical success over shorter development timelines. We hold worldwide development and commercialization rights, including through exclusive licenses, to all of our product candidates, which allows us to strategically maximize value from our product portfolio over time. Our patent portfolio includes patent protection for our upstream complement platform and each of our product candidates. The complement system is an integral component of the immune system that consists of many circulating and locally-produced molecules. This system evolved to enhance, or complement, other components of the Table of Contents The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 23, 2020 PRELIMINARY PROSPECTUS 12,500,000 Shares Common Stock This is an initial public offering of shares of common stock of Annexon, Inc. We are offering 12,500,000 shares of our common stock. We currently expect the initial public offering price to be between $15.00 and $16.00 per share of common stock. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol ANNX. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Annexon, Inc., before expenses $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. Investing in our common stock involves risks. See Risk Factors beginning on page 12 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities nor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We have granted the underwriters the option for a period of 30 days to purchase up to an additional 1,875,000 shares from us at the initial price to the public less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. J.P. Morgan BofA Securities Cowen Prospectus dated , 2020. Table of Contents adaptive and innate immune systems. The complement system rapidly responds to pathogens, damaged cells and unwanted tissue components to facilitate their removal by the immune system. There are three main complement pathways the classical, lectin and alternative pathways. Each pathway is initiated by different molecules that respond to distinct triggers. The classical pathway is initiated by C1q, which recognizes antibody complexes, specific pathogens, damaged cells or unwanted cellular components. While the lectin and alternative pathways are initiated by distinct molecules, all three pathways converge downstream on common pathway components known as C3 and C5. Specific activated components of the complement cascade, triggered by any of the pathways, have important immune functions that contribute to three key outcomes involving immune cell recruitment and inflammation, directed immune cell attack and membrane damage. The classical complement cascade has a well-established role in augmenting antibody function within the immune system. C1q recognizes antibodies bound to pathogens or cells and activates the classical pathway to trigger their removal and clearance by the immune system. C1q can also directly recognize pathogens, damaged cells or unwanted cellular components leading to similar downstream clearance. A more recent finding made by the laboratory of the late Dr. Ben Barres, our scientific founder, is that C1q also directly interacts with neuronal connections, or synapses, during early development. Recognition of weaker synapses by C1q triggers the classical complement cascade and directs immune cells to prune the synapses away from neurons, thereby reinforcing stronger synapses to establish appropriate neuronal connections. Because of its central role in immune function, aberrant activation of C1q and the classical complement cascade can lead to damage of healthy tissue and destruction of functioning synapses. We are focused on two distinct disease processes involving C1q as a key mediator of tissue damage: antibody-mediated autoimmune disease and complement-mediated neurodegeneration. To our knowledge, our two clinical-stage product candidates, ANX005 and ANX007, are the first clinical-stage product candidates designed to inhibit C1q and the entire classical complement pathway. By inducing full inhibition of C1q and the classical cascade, we seek to block upstream tissue-damaging components of the classical pathway as well as the downstream membrane attack complex, while leaving the lectin and alternative pathways intact to perform their normal immune functions. We believe our approach has broad utility for the treatment of antibody-mediated autoimmune disease and complement-mediated neurodegeneration, in which full inhibition of the entire classical complement cascade may be beneficial. Our initial indications represent our beachhead within both disease areas, and we will selectively pursue both orphan and larger patient population diseases with clear biological evidence of classical complement activation. We are also developing novel product candidates targeting C1q and additional components of the classical complement cascade, and will utilize different drug modalities to target these components. We are deploying a disciplined, biomarker-driven development strategy designed to establish confidence that each of our product candidates is engaging the specific target at a well-tolerated therapeutic dose in the intended patient tissue. We design small, early-stage clinical trials to rigorously evaluate the product candidate using target engagement and pharmacodynamic biomarkers. We are utilizing sensitive, specific assays for C1q and activation of downstream classical complement components to select patients who may be more likely to respond to anti-C1q therapy and evaluate target engagement in patient tissues. We will also employ biomarkers, such as neurofilament light chain, or NfL, to provide proof-of-concept in small patient trials. We believe that this development strategy allows us to make rational decisions regarding our therapeutic pipeline, increasing the probability of technical success over shorter development timelines for product candidates we advance into later stage trials. Annexon was co-founded by Dr. Ben Barres, former member of the National Academy of Sciences, Chair of Neurobiology at Stanford University and a pioneer in complement-mediated neurodegeneration, and Dr. Arnon Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

parsed_sections/prospectus_summary/2020/API_agora-inc_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/APLT_applied_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ S-1/A 1 a2240576zs-1a.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS Applied Therapeutics, Inc. Table of Contents As filed with the Securities and Exchange Commission on January 23, 2020 Registration No. 333-235988 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Applied Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 81-3405262 (I.R.S. Employer Identification No.) 545 5th Avenue, Suite 1400 New York, NY 10017 (212) 220 - 9226 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Shoshana Shendelman, Ph.D. President and Chief Executive Officer 545 5th Avenue, Suite 1400 New York, NY 10017 (212) 220 - 9226 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Andrea L. Nicolas Michael J. Schwartz Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 (212) 735-3000 Richard D. Truesdell, Jr. Marcel R. Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Common stock, $0.0001 par value per share 2,587,500 $49.695 $128,585,812 $16,690.44(3) (1)Includes shares that the underwriters have the option to purchase. (2)Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average high and low sales price of the Registrant's common stock as reported by the Nasdaq Global Market on January 17, 2020. (3)The registrant previously paid $12,980. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the "Securities Act") or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary 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 declared effective. This preliminary 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 January 23, 2020 PRELIMINARY PROSPECTUS Applied Therapeutics, Inc. 2,250,000 Shares of Common Stock We are offering 2,250,000 shares of common stock in this offering. Our common stock is listed on The Nasdaq Global Market under the symbol "APLT." On January 22, 2020, the last reported closing sale price of our common stock on The Nasdaq Global Market was $47.93 per share. We have granted the underwriters an option to purchase up to 337,500 additional shares of common stock. We are an "emerging growth company" as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See "Prospectus Summary Implications of Being an Emerging Growth Company." Investing in our common stock involves risks. See "Risk Factors" beginning on page 11 of this prospectus. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us before expenses $ $ Table of Contents diseases, for which we believe galactosemia qualifies. The guidance allows for a biomarker-based development program if clinical efficacy and a link to a relevant biomarker can be demonstrated in an animal model of disease. In June 2019 we initiated a pivotal Phase 1/2 study in healthy volunteers and adults with galactosemia to evaluate safety, pharmacokinetics, and biomarker endpoints in adults with galactosemia. The study is a double-blind placebo-controlled trial evaluating safety and pharmacokinetics of AT-007 in healthy volunteers, as well as safety, pharmacokinetics and biomarker effects in adult galactosemia patients over 28 days of once daily oral dosing. The key biomarker outcome of the study was reduction in galactitol, an aberrant toxic metabolite of galactose, formed by AR in galactosemia patients. In January 2020, we announced positive topline results. AT-007 treatment resulted in a statistically significant and robust reduction in plasma galactitol versus placebo in adult galactosemia patients. Reductions in galactitol were dose dependent, with higher concentrations of AT-007 resulting in a greater magnitude of reduction in galactitol. At the highest dose tested (20mg/kg), AT-007 significantly reduced plasma galactitol 45-54% from baseline versus placebo (with a p value of less than 0.01). Galactitol reduction was rapid and sustained over time. No substantial change from baseline was observed in placebo treated patients. AT-007 was well tolerated, with no drug-related adverse events noted to date in galactosemia patients or in the 72 healthy volunteers treated in Part 1 of the trial. We will continue to characterize AT-007 long-term safety in adult galactosemia patients and intend to initiate a pediatric study. Our second product candidate, AT-001, is a novel ARI with broad systemic exposure and peripheral nerve permeability that we are developing for the treatment of diabetic cardiomyopathy, or DbCM, a fatal fibrosis of the heart, for which no treatments are available. DbCM is estimated to afflict 17% of diabetic patients, equating to an estimated 77 million patients globally. We initially plan to target the 50% of these patients who are within the symptomatic stages of disease we believe most likely to be responsive to treatment patients at a high risk of progression to overt heart failure. We are also developing AT-001 for diabetic peripheral neuropathy, or DPN, a debilitating neurodegenerative disease that significantly reduces quality of life, and for which there are currently no approved treatments in the United States. Approximately 50% of the global diabetic population, or 226 million diabetic patients, suffer from DPN. We recently completed a Phase 1/2 clinical trial evaluating AT-001 in approximately 120 patients with type 2 diabetes, in which no drug-related adverse effects or tolerability issues were observed. This trial also demonstrated target engagement and proof of biological activity, as measured by reduction in sorbitol, a biomarker of AR activity, and NTproBNP, a marker of cardiac stress. In September 2019, we initiated a pivotal Phase 2/3 clinical trial of AT-001 for the treatment of DbCM in patients at high risk of progression. In this study, we are collecting data on motor nerve conduction velocity, or MNCV, in DbCM patients that also have DPN, which we expect will provide a basis for dose selection in Phase 3 clinical trials of DPN. We are also developing AT-003, an ARI designed to cross through the back of the eye when dosed orally, which has demonstrated strong retinal penetrance, for the treatment of diabetic retinopathy, or DR. DR is an ophthalmic disease that occurs in diabetic patients and for which treatments are currently limited to high-cost biologics requiring intravitreal administration. DR afflicts approximately 35% of diabetic patients, equating to an estimated 158 million patients globally. DR has been linked to AR activity, including elevations in sorbitol and subsequent changes in retinal blood vessels, which distorts vision and leads to permanent blindness. We are currently in late stages of preclinical development of AT-003. AT-003 displayed significant retinal penetration when dosed orally in diabetic rats. The drug was observed to be well tolerated with no adverse effects. Efficacy of AT-003 is currently being explored in two animal models of DR an ischemic injury (1)We have agreed to reimburse the underwriters for certain FINRA-related expenses. See "Underwriting" for additional information regarding underwriting compensation. Neither the Securities and Exchange Commission 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. The underwriters expect to deliver the shares of our common stock to purchasers on or about , 2020. Joint Book Running Managers Goldman Sachs & Co. LLC Cowen Barclays UBS Investment Bank The date of this prospectus is , 2020 *Subcutaneous. **Peripheral T-cell lymphoma, cutaneous T-cell lymphoma and T-cell acute lymphoblastic leukemia. Our Strategy Our goal is to bring potentially transformative therapies to market across a range of fatal or debilitating diseases for which no treatments are available. The critical components of our strategy include: Leveraging our unique approach to develop our pipeline of novel ARIs. We target molecules and pathways that have a proven role in disease, but have previously failed to yield successful products due to poor efficacy and tolerability. Our unique approach to drug development utilizes recent technological advances to design improved drugs, employs early use of biomarkers to confirm biological activity and focuses on abbreviated regulatory pathways. We develop product candidates with increased potency and selectivity by leveraging recent technological advances in high throughput crystallography and in silico structural design. Our strategy is also informed by early use of biomarkers to confirm biological activity and target engagement. Early proof of biological activity through biomarkers in clinical trials combined with data from prior clinical development programs on first generation drugs significantly de-risks clinical development in our target indications. AR is our first molecular target that has been implicated in multiple diseases and for which sorbitol levels can be assessed as a biomarker of enzyme activity. Prior AR-targeting Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AP_ampco_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AQB_aquabounty_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/ARMP_armata_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/ARQT_arcutis_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 1

parsed_sections/prospectus_summary/2020/ASAN_asana-inc_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A common stock. You should carefully consider, among other things, our consolidated financial statements and the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus before making an investment decision. Unless the context otherwise requires, the terms Asana, the company, we, us, and our in this prospectus refers to Asana, Inc. and its consolidated subsidiaries. Our fiscal year ends January 31, and references throughout this prospectus to a given fiscal year are to the 12 months ended on that date. ASANA, INC. Overview Our mission is to help humanity thrive by enabling the world s teams to work together effortlessly. Asana is a work management platform that helps teams orchestrate work, from daily tasks to cross-functional strategic initiatives. Over 82,000 paying customers use Asana to manage everything from product launches to marketing campaigns to organization-wide goal setting. Our platform adds structure to unstructured work, creating clarity, transparency, and accountability to everyone within an organization individuals, team leads, and executives so they understand exactly who is doing what, by when. History We started Asana because our co-founders experienced firsthand the growing problem of work about work. While at Facebook, they saw the coordination challenges the company faced as it scaled. Instead of spending time on work that generated results, they were spending time in status meetings and long email threads trying to figure out who was responsible for what. They recognized the pain of work about work was universal to teams that need to coordinate their work effectively to achieve their objectives. Yet there were no products in the market that adequately addressed this pain. As a result of that frustration, they were inspired to create Asana to solve this problem for the world s teams. Since our inception, millions of teams in virtually every country around the world have used Asana. With Asana, users experience higher productivity, which has led to rapid adoption across teams, departments, and organizations. As of July 31, 2020, we had over 1.3 million paid users. Teams Spend Too Much Time on Work About Work Work continues to get harder to manage as organizations try to move faster to respond to changing market demands. Today, 60% of knowledge workers time is spent on work about work. At work, people face an overwhelming volume of communications from email and messaging applications, many of which are asking for status updates. These messages often go to multiple people, so there is limited clarity around what steps need to be taken, and by when, and limited accountability around who owns the action. As a result, requests go unanswered, and employees spend more time searching and responding to messages in an attempt to provide clarity and accountability to their teams. To minimize work about work, reduce chaos, and give individuals time back to focus on the work that matters, teams need a purpose-built solution for coordination. Table of Contents OUR MISSION Help humanity thrive by enabling the world s teams to work together effortlessly. asana Table of Contents How Asana Helps Teams Asana is a system of record for work. This system collects and structures institutional knowledge about how past work was completed and provides a real-time plan and roadmap for current and future initiatives. Our platform is built on our proprietary, multi-dimensional data model, which we call the work graph. The work graph captures and associates: units of work tasks, projects, milestones, portfolios, and goals; the people responsible for executing those units of work; the processes in which work gets done rules and templates; information about that work files, comments, status, and metadata; and relationships across and within this data. Our data model provides individuals, team leads, and executives with dynamic views into the work that is most relevant to them across multiple people and projects all based on the same underlying data in the work graph. Individuals can manage and prioritize their daily tasks and collaborate with team members on shared projects, gaining visibility into who is doing what, and when each piece of work is due. Team leads can plan work and optimize team workload across multiple projects, and executives can track progress towards company objectives in real time. Asana is flexible and applicable to virtually any use case across departments and organizations of all sizes. We designed our platform to be easy to use and intuitive to all users, regardless of role or technical proficiency. Users can start a project within minutes and onboard team members seamlessly without external support. We allow users to work the way they want with the interface that is right for them, using tasks, lists, calendars, boards, timelines, and workload. Our Business Model Our hybrid self-service and direct sales model allows us to efficiently reach teams everywhere and then rapidly expand the use of our platform within their organizations. A majority of our paying customers initially adopt our platform through self-service and free trials. Once adopted, customers can expand through self-service or with the assistance of our direct sales team, which is focused on promoting new use cases of Asana. As customers realize the productivity benefits we provide, our platform often becomes critical to managing their work and achieving their objectives, which drives further adoption and expansion opportunities. This is evidenced by our dollar-based net retention rate, which generally increases with greater organizational spend. As of July 31, 2020, our dollar-based net retention rate within organizations spending $5,000 or more with us on an annualized basis was over 125%. Our dollar-based net retention rate within organizations spending $50,000 or more with us on an annualized basis was over 140%. Our overall dollar-based net retention rate as of July 31, 2020 was over 115%. Our Company Culture We believe that our company culture enables us to achieve our mission and is a core driver of our business success. We endeavor to make product, business, and people decisions that allow us to carry out our mission while staying true to our values. We are a mission-driven organization first and have designed our values, along with our programs and processes, to help us maximize the potential of every individual in our company. Our values and processes also give us credibility when we share best practices for teamwork in the market and allow us to build those practices into our solution. Table of Contents Asana helps teams orchestrate their work so they can achieve their missions, faster. Makes design accessible to everyone Unleash a superstar Launch new solutions for justice reform Build sustainable clothing company Reduce food waste 3.2M+ 75K+ 1.2M+ 190 free activated accounts paying customers paid users countries All metrics as of or for the year ended January 31, 2020 Table of Contents Our Rapid Growth We have experienced rapid growth in recent periods. Our revenues were $76.8 million and $142.6 million for fiscal 2019 and fiscal 2020, respectively, representing growth of 86%. Our revenues were $61.1 million and $99.7 million for the six months ended July 31, 2019 and 2020, respectively. We had a net loss of $50.9 million and $118.6 million for fiscal 2019 and fiscal 2020, respectively, and $30.5 million and $76.9 million for the six months ended July 31, 2019 and 2020, respectively. Industry Background Teams must be coordinated and move quickly to be successful Teams today must navigate work that is increasingly cross-functional, matrixed, and distributed, while also moving quickly to meet the objectives of their organizations. Traditional hierarchical processes, where centralized managers make decisions and disseminate information down to team members, result in significant time passing before contributors have the clarity they need to execute. With product lifecycles now shorter than ever, organizations cannot afford slow, inefficient processes. Individuals and teams need to be empowered to make autonomous decisions aligned with organizational goals to ensure business agility. Communication overload hurts productivity Businesses have adopted a number of applications to improve communication such as Skype, WeChat, WhatsApp, Microsoft Teams, and Slack, among others. While these applications help teams communicate, they were not designed to provide a system of record to track and coordinate units of work or set up processes for rapid execution. The average knowledge worker receives 121 emails per day 70% of which are opened within six seconds. People have become prisoners to email and messaging applications, using their inboxes as makeshift to-do lists. Teams spend more time coordinating work than actually doing work Productivity gains can occur when individuals and teams have the opportunity to focus uninterrupted. However, employees spend less than half of their day on critical work. According to a survey conducted by McKinsey Global Institute of a broad set of knowledge workers: 28% of time is spent answering email; 19% of time is spent gathering information; and 14% of time is spent on internal communication. Teams need more effective tools to orchestrate work The primary methods for managing work today consist of a combination of spreadsheets and email, in addition to handwritten notes, calls, and meetings. Over time, communication tools (like email and messaging) and content applications (such as file sharing and storage services) have been repurposed for coordinating work because they are familiar and accessible. However, these tools lack the purpose-built functionality required for teams to collaboratively plan, manage, and execute work. Spreadsheets quickly become outdated, lack automation capabilities, and cannot provide multi-dimensional views of multiple projects or real-time insight. Email cannot build workflows, assign tasks, or track progress. Clarity drives employee engagement that improves business results Employee engagement the extent to which employees are invested in their job and contribute the effort needed to do their job well is critical to high-performing businesses. According to Gallup, organizations in the Table of Contents TABLE OF CONTENTS Page About This Prospectus 1 Prospectus Summary 2

parsed_sections/prospectus_summary/2020/ASII_accredited_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ Prospectus Summary 4

parsed_sections/prospectus_summary/2020/ASTC_astrotech_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This prospectus and the documents incorporated by reference in this prospectus contain market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented or incorporated by reference in this prospectus, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk Factors and any related free writing prospectus. Accordingly, investors should not place undue reliance on this information. PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus and in the documents incorporated by reference. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. For a more complete understanding of our company and this offering, we encourage you to read and consider carefully the more detailed information contained in or incorporated by reference in this prospectus, including the information contained under the heading Risk Factors beginning on page 13 of this prospectus, and the information included in any free writing prospectus that we have authorized for use in connection with this offering. Throughout this prospectus, the terms we, us, our, and our company refer to Astrotech Corporation, a Delaware corporation, and its consolidated subsidiaries unless the context requires otherwise. Company Overview Astrotech Corporation, organized in 1984 as a Washington corporation, is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. In 2017, we reincorporated as a Delaware corporation. Our Business Units Astrotech Technology, Inc. Astrotech Technology, Inc. ( ATI ) owns and licenses the Astrotech Mass Spectrometer Technology (the AMS Technology ), the platform mass spectrometry technology originally developed by 1st Detect Corporation ( 1st Detect ). The intellectual property includes 37 granted patents and five additional patents in process. With a number of diverse market opportunities for the core technology, ATI licenses the intellectual property for different fields of use. ATI currently licenses the intellectual property to 1st Detect for use in the security and detection market, to AgLAB Inc. ( AgLAB ) for use in the agriculture market, and to BreathTech Corporation ( BreathTech ) for use in breath analysis. 1st Detect Corporation 1st Detect, a licensee of ATI, has developed the TRACER 1000 , the world s first mass spectrometer ( MS ) based explosives trace detector ( ETD ) certified by the European Civil Aviation Conference ( ECAC ), designed to replace the explosives trace detectors used at airports, secured facilities, and borders worldwide. AgLAB Inc. AgLAB, a licensee of ATI, is developing the AgLAB-1000 series of mass spectrometers for use in the agriculture market. These systems are being designed for applications in the hemp and cannabis markets to maximize processing efficiencies and to detect trace levels of solvents and pesticides. BreathTech Corporation BreathTech, a licensee of ATI, is developing the BreathTest-1000 , a breath analysis tool to screen for volatile organic compound ( VOC ) metabolites found in a person s breath that could indicate they may have an infection, including Coronavirus Lung Disease 2019 ( COVID-19 ) or pneumonia. Our principal executive offices are located at 2028 E. Ben White Blvd. #240-9530, Austin, TX 78741, and our telephone number is 512-485-9530. Our common stock trades on The Nasdaq Capital Market under the symbol ASTC . Available Information Our principal Internet address is www.astrotechcorp.com. We make available free of charge on www.astrotechcorp.com our annual, quarterly and current reports, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also read and copy any materials we file with the SEC at the SEC s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Recent Developments As previously noted in our Form 10-K for the fiscal year ended June 30, 2020, we were not in compliance with the minimum stockholders equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because our stockholders equity was below the required minimum of $2.5 million at June 30, 2020. On September 11, 2020, we received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC ( Nasdaq ) stating that we were not in compliance with the required stockholder s equity of $2.5 million. The Notice has no immediate effect on our listing on The Nasdaq Capital Market. We have until October 26, 2020 to submit a plan to regain compliance with the minimum stockholders equity requirement. If our plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance (the Compliance Period ). We are presently evaluating various courses of action to regain compliance and intend to timely submit a plan to Nasdaq to regain compliance with the Nasdaq minimum stockholders equity requirement. However, there can be no assurance that our plan will be accepted or that if it is, we will be able to regain compliance by the end of the Compliance Period. If our plan to regain compliance is not accepted, or if it is and we do not regain compliance during the Compliance Period, or if we fail to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that our common stock will become subject to delisting. In such event, Nasdaq rules would permit us to appeal the decision to reject our proposed plan to regain compliance or any delisting determination to a Nasdaq Hearings Panel.

parsed_sections/prospectus_summary/2020/ATOS_atossa_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY Company Overview We are a clinical-stage biopharmaceutical company seeking to discover and develop innovative medicines in areas of significant unmet medical need with a focus on coronavirus ( COVID-19 ), breast cancer and other breast conditions. Our two COVID-19 drugs under development are AT-H201, to improve lung function of moderate to severely ill, hospitalized COVID-19 patients by inhalation, and AT-301, a nasal spray for COVID-19 patients for at-home use. Our drug under development for breast cancer and other breast conditions is Endoxifen which is being developed primarily in two settings: one to reduce tumor cell activity in breast cancer patients in the window of opportunity between diagnosis of breast cancer and surgery; and another for women with dense breast tissue to reduce the density and/or to act as an adjunct to mammography. Summary of Leading Programs A summary of our four leading programs is as follows: AT-301. AT-301 is our proprietary drug candidate intended for nasal administration in patients immediately following diagnosis of COVID-19 but who have not yet exhibited symptoms severe enough to require hospitalization. It is intended for at-home use to proactively reduce symptoms of COVID-19 and to slow the infection rate so that a person s immune system can more effectively fight COVID-19. We also intend to conduct testing to determine whether AT-301 can be used as a prophylaxis to prevent or mitigate SARS-CoV-2, with the goal that it could complement any traditional vaccine that may be developed in that a traditional vaccine may not be effective in all people and may not be taken by all people. AT-301 is being developed with a nasal spray delivery mechanism because many COVID-19 patients are infected via the nasal passage. Collectively, the components of AT-301 are believed to help maintain a protective mucosal like layer within the nasal cavity with both anti-viral properties and a protective mucosal like barrier that may lead to lower infectivity and reduced symptoms in COVID-19 patients due to their interference with the spike protein of the virus in the nasal cavity and upper respiratory tract. Our nasal spray formulation AT-301 is being designed to contain ingredients that can potentially block SARS-CoV-2 viral entry gene proteins in nasal epithelial cells by interfering with spike protein activation by host proteases, by masking receptor binding domains (RBD) via electrostatic mechanisms, and by providing a generalized mucoadhesive epithelial barrier. In July 2020, we completed in vitro testing of AT-301 which showed that AT-301 inhibits SARS-CoV-2 infectivity of VERO cells in a laboratory culture. We recently completed a Phase 1 study of AT-301 which was a double-blinded, randomized, and placebo-controlled safety study of AT-301 nasal spray in 32 healthy adult subjects divided into two study groups. Part A consisted of two single-dose cohorts receiving either active therapy, AT-301B, or the placebo comparator AT-301A at two doses. Part B was a multiple dose arm with cohorts receiving either AT-301A or AT-301B for 14 days at two doses. The primary objective of the study is to evaluate the safety and tolerability of single and multiple doses of AT-301 administered via nasal instillation to healthy volunteers. Secondary objectives are to assess the incidence and severity of local irritation and bronchospasm following administration of AT-301 via nasal instillation. Dosing is complete and data output is expected in January 2021. A preliminary evaluation of the blinded data indicates that there we no serious adverse events, no discontinuations, and only one of the subjects in the study experienced adverse events that were considered moderate in severity; all other adverse events were considered mild. Our preliminary assessment is that our AT-301 nasal spray was safe and well tolerated in this study. These results support advancing this program into a Phase 2 study. We are in the process of preparing a pre-IND meeting request with the U.S. FDA which we plan to submit in December 2020. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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. Table of Contents AT-H201. AT-H201 is a proprietary combination of two drugs previously approved by the FDA to treat other diseases. It is intended to improve compromised lung function for moderate to severely ill, hospitalized COVID-19 patients by inhalation. There are five known key steps the coronavirus must take to signal the cell to open up and let the virus in. AT-H201 is being designed to function like a chemical vaccine by blocking all five of those steps, similar to what antibodies would be expected to do when a vaccine is administered. In May 2020, we completed in vitro testing of AT-H201 which showed that the components of AT-H201 inhibit SARS-CoV-2 infectivity of VERO cells, which is a standard cell type being used to study infectivity of the coronavirus. The AT-H201 components were found to be at least four times more potent than remdesivir and at least 20 times more potent than hydroxychloroquine. Potency was measured by microscopic examination of the cytopathic effect caused by SARS-CoV-2 in VERO cells. Developing new drugs that combine drugs previously approved by the FDA typically requires pre-clinical and clinical studies of the individual components of the new drug as well as the combination of the components in the new drug. In the second quarter 2020, we requested a pre-IND meeting with the FDA to discuss the AT-201 program, including a proposed study at NYC Health + Hospitals/Metropolitan in New York City. The FDA requested that we provide, among other things, additional pre-clinical and other information on AT-H201. We also requested a pre-IND meeting with the FDA to discuss one of the components of AT-H201, to which the FDA provided guidance. We are evaluating conducting the study outside the United States. We plan to commence the initial clinical study of AT-H201 in the first quarter of 2021. We have filed provisional patent applications on AT-H201 to treat COVID-19 patients and on AT-301 to treat patients diagnosed with, or to prevent, COVID-19 via nasal spray. Endoxifen for MBD. Mammographic breast density (MBD) is an emerging public health issue affecting over 10 million women in the U.S. Studies conducted by others have shown that MBD increases the risk of developing breast cancer and that reducing MBD can reduce the incidence of breast cancer. In December 2019, we contracted with Stockholm South General Hospital to conduct a randomized, double-blinded, placebo-controlled study of our oral Endoxifen in pre-menopausal women with MBD who will be dosed over six months. This study will evaluate safety, tolerability and efficacy. The primary endpoint is the change of MBD after six months of daily Endoxifen treatment. The study is subject to approval by the European Medical Product Authority and ethics board. Subject to receipt of all necessary regulatory approvals, we are planning for the study to be conducted in Stockholm, Sweden commencing in the first quarter 2021. In June 2019, we reported preliminary analysis from our Phase 2 study of proprietary daily topical Endoxifen to reduce MBD, showing significant (p=0.02) and rapid reduction in MBD at the 20mg daily dose level. MBD was reduced by an average of 14.3% in the group applying 20mg daily topical Endoxifen, which was statistically significant (p=0.02). In the lower dose group (10mg), MBD was reduced by an average of 9.0%, but was not statistically significant. Approximately 70% of participants receiving 20mg topical Endoxifen experienced a reduction in MBD, and of those, the mean reduction in MBD was 27%. Many participants in this study, however, experienced adverse skin reactions and dropped out of the study. We plan to reevaluate our development strategy for the topical form of Endoxifen once we complete the Phase 2 study of oral Endoxifen to reduce MBD. Endoxifen for Window of Opportunity. We are currently conducting a Phase 2 study in Australia in the window of time between diagnosis of breast cancer and surgical treatment. The study will enroll up to 25 newly-diagnosed patients with ER+ and human epidermal growth factor receptor 2 negative (HER2-) stage 1 or 2 invasive breast cancer, requiring mastectomy or lumpectomy. Patients will receive Atossa s proprietary oral Endoxifen for at least 14 days from the time of diagnosis up to the day of surgery. The primary endpoint is to determine if the administration of oral Endoxifen reduces the tumor activity as measured by Ki-67. The secondary endpoints are safety and tolerability and assessment of the study drug on expression levels of both estrogen and progesterone receptors. The impact on additional markers of cellular activity will also be explored. In May 2020, we reported interim results from our window of opportunity study. A statistically significant (p=0.031) reduction of about 74% in tumor cell proliferation, as measured by Ki-67, over the 22 days of dosing was achieved in the initial patients. Ki-67 is a recognized standard measurement of breast cancer cell proliferation. The purpose of this study is to determine if Atossa s oral Endoxifen reduces breast cancer tumor cell proliferation as measured by several biomarkers, including Ki-67. Six out of six (100%) patients experienced a significant reduction in Ki-67. A summary of these results includes: Ki-67 was reduced by more than 50% in every patient in the window of opportunity between initial biopsy and surgery, with an overall relative reduction of 74%. All six patients had a Ki-67 below 25% after treatment. In a paper entitled, Prognostic value of different cut-off levels of Ki-67 in breast cancer: a systematic review and meta-analysis of 64,196 patients, Ki-67 was an independent prognostic value for predicting overall survival in ER+ breast cancer patients. Ki-67 levels below 25% were associated with the lowest risk of death in this systematic review and meta-analysis. Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered(1) Proposed maximum aggregate offering price(5) Amount of registration fee Units comprised of common stock, $0.18 par value per share, and warrants to purchase common stock ( common units )(2) $ 23,000,000 (i)Shares of common stock included in the common units(3) (ii)Warrants to purchase common stock included in the common units(3) Units comprised of Series C convertible preferred stock, par value $0.001 per share, and warrants to purchase common stock ( preferred units )(2) $ 23,000,000 (i)Shares of Series C convertible preferred stock included in the preferred units(4) (ii)Warrants to purchase common stock included in the preferred units(3) Shares of common stock issuable upon exercise of warrants included in the common units and preferred units $ 17,250,000 Total $ 40,250,000 $ 4,391.28 (6) (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, dividends or similar transactions. (2) The proposed maximum aggregate offering price for common units to be sold in the offering will be reduced on a dollar-for-dollar basis on the offering price of any preferred units to be sold, such that the proposed maximum aggregate offering price of total units sold (common units and preferred units combined), is $23,000,000. Such maximum aggregate offering price for the units includes $3,000,000 in units that may be sold pursuant to the underwriter s over-allotment option. Units also include warrants to purchase common stock equal to 75% of the proposed maximum aggregate offering price of the units. (3) No separate fee is required pursuant to Rule 457(g) under the Securities Act because the warrants are being registered in the same registration statement as the common stock of the registrant issuable upon exercise of the warrants. (4) Includes shares of common stock issuable upon conversion of Series C convertible preferred stock issued hereunder. No separate fee is required pursuant to Rule 457(i) under the Securities Act because no additional consideration will be received in connection with the exercise of the conversion privilege. (5) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (6) $1,568.31 previously paid. Table of Contents Treatment ranged from 16-40 days with an average of 22 days. There were no safety or tolerability issues, including vasomotor symptoms such as hot flashes and night sweats, which are often a tolerability challenge for patients on tamoxifen. This study continues to be open for enrollment; however, enrollment has been slower than anticipated in part due to fewer patients undergoing breast cancer surgery in Australia as a result of the Coronavirus pandemic. About Endoxifen Endoxifen is an active metabolite of tamoxifen which is an FDA-approved drug to treat and prevent breast cancer in high risk women. Endoxifen has been studied in 70 participants in Atossa-conducted Phase 1 clinical studies. No serious adverse events were reported in any of the studies. In May 2020, we reported that the FDA recently provided written input on our clinical path for oral Endoxifen to reduce MBD. The input was provided pursuant to a pre-IND meeting request which was scheduled for April 30, 2020. The input received from the FDA was very useful and will inform our clinical trial strategy and study design both in the U.S. and in Stockholm, Sweden where we are planning a Phase 2 study to reduce MBD. Compassionate Use of Endoxifen In December 2018, we began providing our oral Endoxifen to a pre-menopausal, estrogen-receptor positive (ER+), lacking CYP2D6 function, breast cancer patient under an FDA-approved expanded access, single patient, or "compassionate use" program. The purpose of this therapeutic approach was to reduce activity of the cancer cells prior to surgery. The patient received daily doses of our oral Endoxifen for approximately three weeks prior to surgery. There were no safety or tolerability issues and her surgery was successfully completed. The cancer cell biological activity was reduced, based on the estrogen receptor activity of the tumor cells and a 50% reduction in Ki-67. The FDA has also permitted use of our Endoxifen for this patient following her surgery, under the compassionate use program, as part of her long-term breast cancer treatment regimen. The use of our proprietary oral Endoxifen is restricted solely to this patient. In July 2020, we reported an update on this patient, who has received Endoxifen for 18 months post-surgery. To date, the patient has not had a recurrence of breast cancer, has not had treatment-related changes in periodic laboratory blood tests and the treatment has been well tolerated, including an absence of typically seen vasomotor symptoms (night sweats and hot flashes). Research and Development Phase We are in the research and development phase and are not currently marketing any products. We do not anticipate generating revenue unless and until we develop and launch our pharmaceutical programs. Impact of the Novel Coronavirus The continued spread of the COVID-19 pandemic is affecting the United States and global economies and may affect the Company s operations and those of third parties on which the Company relies, including causing possible disruptions in the supply of the Company s Endoxifen, AT-H201, AT-301 and the conduct of current and future clinical trials. In addition, the COVID-19 pandemic may affect the operations of the U.S. Food and Drug Administration and other health authorities including similar entities/agencies in Sweden and Australia, which could result in delays in meetings, reviews and approvals. The evolving COVID-19 pandemic could also directly or indirectly impact the pace of enrollment in the Company s clinical trials for at least the next several months and possibly longer as patients may avoid or may not be able to travel to healthcare facilities and physicians offices except for a health emergency. Such facilities and offices may also be required to focus limited resources on non-clinical trial activities, including treatment of COVID-19 patients, and may not be available, in whole or in part, for clinical trial activities related to the Company's products under development. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company s ability to access capital, which could negatively impact the Company s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. However, these effects could have a material adverse impact on the Company s liquidity, capital resources, operations, financial position and business and those of the third parties on which we rely. As of September 30, 2020, the Company has not experienced any delay in drug supply for its ongoing and planned clinical studies, including studies of Endoxifen, AT-301 and AT-H201. Currently, enrollment is open in Australia for the Endixofen Window of Opportunity study for which enrollment continues to be slow due in part to disruption caused by COVID-19. The Company anticipates commencing the MBD Endoxifen trial in the fourth quarter of 2020. The Company opened enrollment in the AT-301 trial during the third quarter of 2020 and completed enrollment in the fourth quarter 2020. We anticipate receiving regulatory approval to commence the initial clinical study of one of the components of AT-H201 in the first quarter of 2021. The Company will continue to monitor future enrollment in studies for potential restrictions on site visits, mammograms or the impositions of new restrictions on trials as a result of the COVID-19 pandemic. Corporate Information We were incorporated in the state of Delaware in 2009. On January 6, 2020, we changed our corporate name from Atossa Genetics Inc. to Atossa Therapeutics, Inc. Our corporate headquarters are located at 107 Spring Street, Seattle, Washington 98104. Our telephone number is (206) 588-0256 and our Internet website address is www.atossatherapeutics.com. We do not incorporate the information on our website into this prospectus, and you should not consider it part of this prospectus. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The Offering Securities Offered: Units consisting of up to 13,068,181 shares of our common stock, par value $0.18 per share (the common stock ) and warrants convertible into up to 9,801,136 shares of common stock (the common units ) (assuming a public offering price of $1.76 per common unit). We are also offering to certain large investors, if any, whose purchase of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, in lieu of common units, the opportunity to purchase units consisting of up to 13,068 shares of Series C convertible preferred stock, par value $0.001 per share (the Series C preferred stock ) convertible into up to 13,068,000 shares of common stock, subject to certain beneficial ownership limitations, and warrants convertible into up to 9,801,136 shares of common stock (the preferred units and, together with the common units, the units ) (assuming a public offering price of $1,760 per preferred unit). Underwriter Overallotment: We have granted the Representative an option to purchase up to an additional shares of common stock and/or warrants to purchase up to an aggregate of shares of common stock at the public offering price to be sold at the public offering price, less the underwriting discounts and commissions (included in Securities Offered totals above). This option is exercisable, in whole or in part, for a period of 45 days from the date of this prospectus. Assumed price per unit: $1.76 per common unit, or $1,760 per preferred unit, based on the closing price of our common stock on November 30, 2020. Series C Convertible Preferred Stock: Each whole share of Series C convertible preferred stock is convertible into 1,000 shares of common stock at any time so long as the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, does not own excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. Warrants The warrants included in the units will be immediately exercisable for $__ per share (no less than 100% of the offering price per share for the common units), subject to certain beneficial ownership limitations, and will expire 48 months from the issue date. Common stock outstanding before this offering: 10,464,250 shares of common stock. Common stock outstanding after this offering: 23,532,431 shares of common stock, excluding warrant exercises and assuming only common units are purchased in the offering at the assumed offering price. Each preferred unit issued will reduce the number of shares of common stock outstanding by 1,000 shares of common stock.

parsed_sections/prospectus_summary/2020/ATYR_atyr_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AVIR_atea_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AVO_mission_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/AVTR_avantor_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference herein from our filings with the Securities and Exchange Commission listed under Incorporation by Reference. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should carefully read the entire prospectus and the information incorporated by reference herein, including any free writing prospectus prepared by us or on our behalf, including the information presented under the sections entitled Risk Factors and Special Note Regarding Forward-Looking Statements included in this prospectus, the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and the notes thereto in our Annual Report and the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited condensed consolidated financial statements and related notes thereto in our Quarterly Report, each of which is incorporated by reference herein, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Company Overview We are a leading global provider of mission critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries. Our comprehensive offerings, which include materials & consumables, equipment & instrumentation and services & specialty procurement, are relied upon by our customers, often on a recurring basis, because they are frequently specified into their research, development and production processes. These processes are commonly organized into workflows that define the activities our customers perform each day. We collaborate closely with our customers to enable them to develop new innovative products, lower their development and production costs, improve product or process performance characteristics, and enhance the safety and reliability of the drugs, devices and other products they produce. In addition to relying on our products, many customers depend upon our services. Some of these services are performed by over 1,300 of our associates that are co-located with certain customers, working side-by-side with their scientists every day. Our local presence combined with our global infrastructure enable and promote successful relationships with our customers and connect us to over 225,000 of their locations in over 180 countries. Our mission is to set science in motion to create a better world. We have global operations and an extensive product portfolio. We strive to enable customer success through innovation, Current Good Manufacturing Practices ( cGMP ) manufacturing and comprehensive service offerings. The depth and breadth of our portfolio provides our customers a comprehensive range of products and services and allows us to create customized and integrated solutions for our customers. Selected offerings sold to our customers in discovery, research, development and production processes include: Materials & consumables: Ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone materials, customized excipients, customized single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education and microbiology and clinical trial kits. In 2019, 33% of our revenues were from sales of proprietary materials & consumables and 40% of our revenues were from third-party materials & consumables; Equipment & instrumentation: Filtration systems, virus inactivation systems, incubators, analytical instruments, evaporators, ultra-low-temperature freezers, biological safety cabinets and critical environment supplies; and Services & specialty procurement: Onsite lab and production, clinical, equipment, procurement and sourcing and biopharmaceutical material scale-up and development services. We have deep expertise in developing, customizing, manufacturing and supplying products for a wide variety of workflows, allowing us to provide tailored solutions throughout the lifecycle of our customers Table of Contents 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 May 18, 2020. 45,000,000 Shares Avantor, Inc. Common Stock The selling stockholders named in this prospectus are offering 45,000,000 shares of our common stock. We will not receive any proceeds from the sale of the shares being sold by the selling stockholders. Our common stock is listed on the New York Stock Exchange under the symbol AVTR. On May 15, 2020, the closing sales price of our common stock as reported on the New York Stock Exchange was $17.86 per share. The selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 6,750,000 shares of common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholders pursuant to any exercise of the underwriters option to purchase additional shares. Investing in shares of our common stock involves significant risks. See

parsed_sections/prospectus_summary/2020/BDTX_black_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ Prospectus summary This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. You should also consider, among other things, the information set forth under the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case appearing elsewhere in this prospectus. Unless the context otherwise requires, we use the terms Black Diamond, Black Diamond Therapeutics, the Company, we, us, our and similar designations in this prospectus to refer to Black Diamond Therapeutics, Inc. and, where appropriate, our subsidiaries. Overview We are a precision oncology medicine company pioneering the discovery and development of small molecule, tumor-agnostic therapies. Our goal is to bring precision oncology medicine to a greater number of patients. We target undrugged mutations in patients with genetically-defined cancers. The foundation of our company is built upon a deep understanding of cancer genetics, protein structure and function, and medicinal chemistry. Our proprietary technology platform, which we refer to as our Mutation-Allostery-Pharmacology, or MAP, platform, is designed to allow us to i) analyze population-level genetic sequencing data to identify oncogenic mutations that promote cancer across tumor types, ii) group these mutations into families and iii) develop a single small molecule therapy in a tumor-agnostic manner that targets a specific family of mutations. We have designed our lead product candidate, BDTX-189, to block the function of an undrugged family of oncogenic proteins defined by mutations which occur across a range of tumor types, and which affect both the epidermal growth factor receptor, or EGFR, and the tyrosine-protein kinase ErbB-2, or HER2. We have designed BDTX-189 to bind to the active site of these mutant kinases and to inhibit their function. BDTX-189 is also designed to spare normal, or wild type, EGFR, which we believe will improve upon the toxicity profiles of current ErbB kinase inhibitors. We submitted our Investigational New Drug Application, or IND, for BDTX-189 in November 2019, which was allowed by the U.S. Food and Drug Administration, or FDA, on December 13, 2019, and plan to start a combined Phase 1/2 clinical trial in the first half of 2020 to pursue a tumor-agnostic development strategy. We are also leveraging our MAP platform to expand the reach of targeted therapies by identifying other families of mutations in genes known to drive disease. Background of targeted oncology therapies Cancer is a genetic disease that is caused by changes in DNA that control the way cells function, especially how they grow and divide, and has historically been diagnosed and treated based on a tumor s organ site or tissue of origin. Oncogene addiction, which is the dependency of tumors on genetic drivers for a growth and survival advantage, has enabled the development of targeted therapies that exploit this dependency. Approved targeted therapies, such as kinase inhibitors, have transformed the treatment of cancers by providing substantial clinical benefit and have emerged as an important part of standard of care for cancer patients. Worldwide sales of kinase inhibitors, one class of targeted therapies, exceeded $25 billion in 2018. Despite the success of these drugs, a recent analysis found that only nine percent of patients with metastatic cancer have tumors with genetic profiles that could make them eligible for treatment with an approved precision oncology medicine. Genetic sequencing of cancers has become increasingly widespread, leading to the discovery of multiple genetic alterations which were previously unaddressed, unsuccessfully targeted or overlooked. Furthermore, Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated January 21, 2020 Preliminary prospectus 8,900,000 shares Common stock This is our initial public offering of our common stock. We are offering 8,900,000 shares of common stock. Prior to this offering, there has been no public market for our shares. We expect that the initial public offering price will be between $16.00 and $18.00 per share. We have applied to list our common stock on The Nasdaq Global Market under the symbol BDTX. We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our common stock involves a high degree of risk. Before buying any shares, you should read carefully the discussion of the material risks of investing in our common stock under the heading Risk Factors starting on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to Black Diamond Therapeutics, Inc. $ $ (1) We refer you to Underwriting beginning on page 198 of this prospectus for additional information regarding underwriting compensation. Delivery of the shares of common stock is expected to be made on or about , 2020. We have granted the underwriters an option for a period of 30 days to purchase an additional 1,335,000 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . J.P. Morgan Jefferies Cowen Canaccord Genuity The date of this prospectus is , 2020. Table of Contents advancements in genetic sequencing and a better understanding of genetic alterations that drive cancers have facilitated more precise cancer drug development to be conducted in a tumor and histology agnostic manner. We believe our MAP platform will allow us to reveal the oncogenic nature of families of undrugged mutations having similar protein structures, and our approach offers a substantial opportunity to expand the number of patients who could benefit from precision oncology medicines. The Black Diamond Therapeutics approach At Black Diamond Therapeutics, our goal is to bring precision oncology medicine to a greater number of patients. Our drug development efforts leverage our novel findings that: mutations throughout a gene can drive oncogenic activation and change the drug selectivity profile of their active sites; these oncogenic mutations can be grouped as families because they drive similar structural changes, and exhibit a shared selectivity profile; and a family of oncogenic proteins can therefore be inhibited by a single small molecule that targets the active site. We believe we can address certain key limitations of current generation precision medicine therapies in oncology by applying our MAP Platform to identify and target novel classes of oncogenic mutations. We believe this will allow us to design and develop potential therapies for patients for whom there are currently no targeted treatment options. Our MAP platform Our proprietary MAP platform was developed to reveal the oncogenic nature of families of undrugged driver mutations, at or outside the active site, and their associated protein structures. We believe there is a substantial opportunity for designing novel classes of tumor-agnostic precision medicines targeting families of mutations. Our proprietary MAP platform is built on three central pillars: Discover Through comprehensive analysis of population-level genetic sequencing data, we identify oncogenic mutations among hundreds of unique alterations within a single gene. Our MAP platform algorithm uses genetic and proteomic features to rank mutations for potential oncogenicity. We use our algorithm as a machine learning tool to classify mutations as either pathogenic or benign and predict the probability, or MAP score, that a mutation is pathogenic. Reveal We confirm the oncogenicity of the identified mutations through cell and tumor models and reveal how these mutations drive conformational changes in proteins. This allows us to group subsets of mutations into families based upon similar protein structures and shared selectivity profiles. Table of Contents Table of contents Page Prospectus summary 1

parsed_sections/prospectus_summary/2020/BEAM_beam_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ This summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and our other filings with the Securities and Exchange Commission (the SEC ) listed in the section of this prospectus entitled Incorporation of certain information by reference and is qualified in its entirety by the more detailed information and consolidated financial statements included or incorporated by reference elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus and the documents incorporated herein by reference, including our consolidated financial statements and the notes thereto incorporated herein by reference and the matters discussed under the sections titled Risk factors, Selected financial data and management s discussion and analysis of financial condition and results of operations appearing elsewhere in this prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2019, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, or in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, each incorporated by reference herein, before deciding to invest in our common stock. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See Special note regarding forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in Risk factors and other sections of this prospectus and the documents incorporated herein by reference. Unless the context otherwise requires, the terms Beam, Beam Therapeutics, the Company, we, us and our relate to Beam Therapeutics Inc., together with its consolidated subsidiaries. Overview We are a biotechnology company committed to creating a new class of precision genetic medicines based on our proprietary base editing technology, with a vision of providing life-long cures to patients suffering from serious diseases. Our proprietary base editing technology potentially enables an entirely new class of precision genetic medicines that targets a single base in the genome without making a double-stranded break in the DNA. This approach uses a chemical reaction designed to create precise, predictable and efficient genetic outcomes at the targeted sequence. Our novel base editors have two principal components: (i) a CRISPR protein, bound to a guide RNA, that leverages the established DNA-targeting ability of CRISPR, but modified to not cause a double-stranded break, and (ii) a base editing enzyme, such as a deaminase, which carries out the desired chemical modification of the target DNA base. We believe this design contributes to a more precise and efficient edit compared to traditional gene editing methods, which operate by creating targeted double-stranded breaks in the DNA; these breaks can result in unwanted DNA modifications. We believe that the precision of our editors will dramatically increase the impact of gene editing for a broad range of therapeutic applications. To unlock the full potential of our base editing technology across a wide range of therapeutic applications, we are pursuing a comprehensive suite of clinically validated delivery modalities in parallel. For a given tissue type, we use the delivery modality with the most compelling biodistribution. Our programs are organized by delivery modality into three distinct pipelines: electroporation for efficient delivery to blood cells and immune cells ex vivo; lipid nanoparticles, or LNPs, for non-viral in vivo delivery to the liver and potentially other organs in the future; and adeno-associated viral vectors, or AAV, for in vivo viral delivery to the eye and central nervous system, or CNS. Table of Contents 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 state where the offer or sale is not permitted. Subject to completion, dated September 28, 2020 Preliminary prospectus 4,500,000 shares Beam Therapeutics Inc. Common stock We are offering 4,500,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market ( Nasdaq ) under the symbol BEAM. The last reported sale of our common stock on Nasdaq on September 25, 2020 was $26.76 per share. We are an emerging growth company and a smaller reporting company under federal securities laws and are subject to reduced public company reporting requirements. See Summary Implications of being an emerging growth company and smaller reporting company. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Beam Therapeutics Inc., before expenses $ $ (1) See Underwriting for additional disclosure regarding underwriting compensation. We have granted the underwriters an option for a period of 30 days to purchase up to 675,000 additional shares of common stock from us at the public offering price, less underwriting discounts and commissions. Investing in our common stock involves a high degree of risk. See the section titled Risk factors beginning on page 18 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about , 2020. Joint bookrunning managers J.P. Morgan Jefferies Barclays Lead manager Wedbush PacGrow , 2020. Table of Contents Trademarks We use BEAM, REPAIR and RESCUE and other marks as trademarks in the United States and/or in other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity. Market and industry data Unless otherwise indicated, information contained in this prospectus or incorporated by reference concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on our management s estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe that the information from these third-party publications, research, surveys and studies included in this prospectus is reliable. Management s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled Risk factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Table of Contents The elegance of the base editing approach combined with a tissue specific delivery modality, provides the basis for a targeted, efficient, precise, and highly versatile gene editing system, capable of gene correction, gene silencing/gene activation, and multiplex editing of several genes simultaneously. We are currently advancing a broad, diversified portfolio of base editing programs against distinct editing targets, utilizing the full range of our development capabilities. We believe the flexibility and versatility of our base editors may lead to broad therapeutic applicability and transformational potential for the field of precision genetic medicines. We continue to make meaningful advancements across our programs. Within our ex vivo platform, we have identified two development candidates to date: BEAM-101, our program that reproduces single base changes seen in individuals with Hereditary Persistence of Fetal Hemoglobin, or HPFH, to potentially protect them from the effects of mutations causing sickle cell disease or thalassemia, and BEAM-102, our program to directly correct the causative mutation in sickle cell disease by recreating a naturally-occurring normal human hemoglobin variant, Hb-G Makassar. We have achieved proof-of-concept in vivo with long-term engraftment of base edited human CD34 cells in mice for BEAM-101. Persistence of engraftment and high levels of editing have been confirmed in several studies, including in studies using material generated at a clinically relevant scale. Following conversations with regulators and supported by our off-target biology assays, we are planning to initiate IND-enabling studies in 2020 and expect to file an IND for BEAM-101 during the second half of 2021. During the second quarter of 2020, we also published data on BEAM-102 demonstrating that our adenine base editors, or ABEs, can efficiently convert the causative Hemoglobin S, or HbS, point mutation, to the normal HbG-Makassar, with high efficiency (more than 80%). The Makassar variant does not cause hemoglobin to polymerize, or red cells to sickle and, therefore, edited cells are cured through elimination of the disease-causing protein. The results from this study confirmed the ability of the Makassar variant to protect cells from sickling, even in the context of mono-allelic editing. We are also progressing our cell therapy programs in oncology, engineering CAR-T cells for pediatric leukemias with a high level of multiplex editing, and plan to publish data describing our editing targets and initial in vivo proof of concept data during the fourth quarter of 2020. Additionally, we expect to nominate our first CAR-T development candidate by year-end 2020, bringing to three the number of development candidates from our ex vivo portfolio. We also continue to advance our liver disease programs. During the second quarter of 2020, we showed the ability to directly correct the mutation causing alpha-1 antitrypsin deficiency, providing both in vitro and in vivo proof of concept for base editing to correct this disease. We have also achieved editing levels, in preclinical models, for the correction of the two most prevalent mutations causing GSD1A disease that could be clinically relevant if reproduced in humans. An important next step for the liver disease programs is finalizing our LNP formulation, and we are making progress on developing a formulation using proof of concept targets. To date, with this formulation, we have shown high levels of editing in mice at doses consistent with clinical use. We are currently conducting non-human primate studies to evaluate our LNP formulation and anticipate initial data in early 2021. We believe we are on track to nominate our first development candidate from our liver portfolio in 2021. Table of Contents Our base editing platform The modularity of our platform means that establishing preclinical proof-of-concept of base editing using a particular delivery modality will potentially reduce risk and accelerate the timeline for additional product candidates that we may develop targeting the same tissue. In some cases, a new product candidate may only require changing the guide RNA. Subsequent programs using the same delivery modality can also take advantage of shared capabilities and resources of earlier programs. In this way, we view each delivery modality as its own unique pipeline, where the success of any one program may pave the way for a large number of additional programs to progress quickly to the clinic. Ex vivo electroporation for hematology: sickle cell disease and beta-thalassemia Sickle cell disease, a severe inherited blood disease, is caused by a single point mutation, E6V, in the beta globin gene. This mutation causes the mutated form of hemoglobin, or HbS, to aggregate into long, rigid molecules that bend red blood cells into a sickle shape under conditions of low oxygen. Sickled cells obstruct blood vessels and die prematurely, ultimately resulting in anemia, severe pain (crises), infections, stroke, organ failure, and early death. Sickle cell disease is the most common inherited blood disorder in the United States, affecting an estimated 100,000 individuals, of which a significant proportion are of African-American descent (1:365 births). Beta-thalassemia is another inherited blood disorder characterized by severe anemia caused by reduced production of functional hemoglobin due to insufficient expression of the beta globin protein. Transfusion-dependent beta-thalassemia, or TDBT, is the most severe form of this disease, often requiring multiple transfusions per year. Patients with TDBT suffer from failure to thrive, persistent infections, and life-threatening anemia. The incidence of symptomatic beta-thalassemia is estimated to be 1:100,000 worldwide, including 1:10,000 in Europe. In the United States, based on affected birth incidence of 0.7 in 100,000 births, and increasing survival rates, we expect the population of individuals affected by this disease to be more than 1,400 and rising. The only potentially curative therapy currently available for patients with sickle cell disease or beta-thalassemia is allogeneic Hematopoietic Stem Cell Transplant, or HSCT; however, this procedure holds a high level of risk, particularly Graft-versus-Host Disease, or GvHD, resulting in a low number of patients opting for this treatment. Table of Contents We are using base editing to pursue two complementary approaches to treating sickle cell disease and one to treat beta-thalassemia: a differentiated approach to elevating fetal hemoglobin which could be used in treatments for both sickle cell disease and beta-thalassemia (BEAM-101); and a novel approach to directly correcting the sickle mutation (BEAM-102). BEAM-101: Recreating naturally-occurring protective mutations to activate fetal hemoglobin The beneficial effects of the fetal form of hemoglobin, or HbF, to compensate for mutations in adult hemoglobin were first identified in individuals with a condition known as HPFH. Individuals who carry mutations that would have typically caused them to be beta-thalassemia or sickle cell disease patients, but who also have HPFH, are asymptomatic or experience a much milder form of their disease. HPFH is caused by single base changes in the regulatory region of the genes, HBG1 and HBG2, which prevents binding of one or more repressor proteins and increases the expression of gamma globin, which forms part of the HbF tetramer. Using base editing, we reproduce these specific, naturally occurring base changes in the regulatory elements of the gamma globin genes, preventing binding of repressor proteins and leading to re-activation of gamma globin expression, and thus the increase in gamma globin levels. Our in vitro and in vivo characterization of BEAM-101 using ex vivo delivery achieved precise and efficient editing of human CD34 hematopoietic stem and progenitor cells, or HSPCs, resulting in long-term engraftment and therapeutically-relevant increases in target gene expression in mice. In vitro characterization of BEAM-101: We demonstrated greater than 90% editing in healthy donor CD34 cells in vitro. We demonstrated gamma globin upregulation following erythroid differentiation is highly correlated (R2 0.993) with editing rates, where, at greater than 90% editing, we achieve greater than 60% increase in gamma globin in healthy donor CD34 cells. Successful editing of CD34 cells from a homozygous sickle cell disease patient, demonstrating a greater than 60% increase in gamma globin levels with a concomitant decrease to less than 40% sickle beta globin levels in vitro after in vitro differentiation. In vivo performance of BEAM-101: We demonstrated that edited CD34 cells from a healthy human donor engraft with high chimerism and maintain greater than 90% editing after 16 weeks in immunocompromised mice. We demonstrated after 16-week engraftment that base edited cells lead to successful multilineage reconstitution with greater than 90% base editing achieved in sorted human HSPCs, myeloid, lymphoid and erythroid cells. We replicated these findings with cells from a second donor at 18 weeks post-engraftment. BEAM-102: Direct correction of the sickle cell mutation Our second base editing approach for sickle cell disease, BEAM-102, is a direct correction of the causative sickle mutation at position 6 of the beta globin gene. By making a single A-to-G edit, we have demonstrated in Table of Contents primary human CD34 cells isolated from sickle cell disease patients the ability to create the naturally occurring Makassar variant of hemoglobin. This variant, which was originally identified in humans in 1970, has the same function as the wild-type variant and does not cause sickle cell disease. Distinct from other approaches, cells that are successfully edited in this way are fully corrected, no longer containing the sickle protein. BEAM-102 uses ex vivo delivery of our adenine base editor, or ABE, to edit CD34 HSPCs. In cells isolated from donors with sickle cell disease, we achieved greater than 80% correction of the sickle point mutation to the HbG-Makassar variant, following in vitro erythroid differentiation. As expected, we observed the simultaneous reduction of HbS to less than 20% of control levels. More than 70% of erythroid colonies derived from edited patient cells showed biallelic editing (yielding cells that are potentially cured, no longer producing any sickle protein at all) and another 20% of cells had monoallelic editing (with one sickle allele and one corrected allele, conferring a level of protection similar to patients with sickle cell trait who do not show significant symptoms of disease) adding up to 93% of cells with potential elimination of sickle cell disease. Further, the correction of the HbS protein to the HbG-Makassar variant was shown to significantly reduce the propensity of in vitro differentiated erythroid cells to sickle when subjected to hypoxia. These findings represent therapeutic levels of correction and support advancement of this program to potentially address the underlying genetic cause of sickle cell disease. Published modeling studies suggest that at least 20% of cells expressing HbF may be sufficient to cure the disease. With upregulation levels of more than 60% of gamma globin, we have shown, in preclinical models correction levels significantly above these levels. Ex vivo electroporation for multiplex editing: CAR-T cell therapies for T-ALL/AML We believe base editing is an ideal tool to simultaneously multiplex edit many genes without unintended on-target effects, such as genomic rearrangements or activation of the p53 pathway, that can result from simultaneous editing with nucleases through the creation of double strand breaks. The ability to create a large number of multiplex edits in T cells could endow CAR-T cells and other cell therapies with combinations of features that may dramatically enhance their therapeutic potential in treating hematological or solid tumors. Proof-of-concept experiments have now demonstrated the ability of base editors to efficiently modify up to 8 genomic loci simultaneously in primary human T cells with efficiencies ranging from 85-95% as measured by flow cytometry of target protein knockdown. Importantly, these results are achieved without the generation of chromosomal rearrangements, as detected by a sensitive method (UDiTaSTM) and with no loss of cell viability from editing. The proof-of-concept experiments have also demonstrated robust T cell killing of target tumor cells. Our initial focus will be on hematologic malignancies, and we are developing allogeneic CAR-T product candidates that have four edits each. This multiplex editing will enable a high degree of engineering and functionality, including the following simultaneous edits: Prevent graft-vs-host. Elimination of the existing TCR to ensure that the CAR-T cell only attacks the CAR antigen on the tumor and not the patient s healthy cells. Enable allogeneic cell source. Another edit to enable the use of healthy donor cells. Minimize interference by the tumor microenvironment. An additional edit to minimize exhaustion by the T cell and prolong efficacy for attacking the tumor. Prevent fratricide. Additional edits to eliminate antigens that are shared between malignant cells and CAR-T cells, to prevent fratricide (i.e., CAR-T cells attacking each other before they can attack the tumor). Table of Contents The initial indications that we plan to target with these product candidates are relapsed, refractory, pediatric T-cell Acute Lymphoblastic Leukemia, or T-ALL, and pediatric Acute Myeloid Leukemia, or AML. We believe that our approach has the potential to produce higher response rates and deeper remissions than existing approaches. Non-viral delivery for liver diseases: alpha-1 antitrypsin deficiency and glycogen storage disorder 1a Alpha-1 Antitrypsin Deficiency, or Alpha-1, is a severe inherited genetic disorder that can cause progressive lung and liver disease. The most severe form of Alpha-1 arises when a patient has a point mutation in both copies of the SERPINA1 gene at amino acid 342 position (E342K, also known as the PiZ mutation or the Z allele). This point mutation causes alpha-1 antitrypsin, or AAT, to misfold, accumulating inside liver cells rather than being secreted, resulting in very low levels (10%-15%) of circulating AAT. As a consequence, the lung is left unprotected from neutrophil elastase, resulting in progressive, destructive changes in the lung, such as emphysema, which can result in the need for lung transplants. The mutant AAT protein also accumulates in the liver, causing liver inflammation and cirrhosis, which can ultimately cause liver failure or cancer and require patients to undergo a liver transplant. It is estimated that approximately 60,000 individuals in the United States have two copies of the Z allele. There are currently no curative treatments for patients with Alpha-1. With the high efficiency and precision of our base editors, we aim to utilize our ABEs to enable the programmable conversion of A-to-T and G-to-C base pairs and precisely correct the E342K point mutation back to the wild type sequence. For a recent study, we engineered novel ABEs and guide RNAs capable of correcting the PiZ mutation, and then used a proprietary non-viral lipid nanoparticle formulation to deliver the optimized reagents to the livers of a PiZ transgenic mouse model. This direct editing approach resulted in an average of 16.9% correction of beneficial alleles at 7 days and 28.8% at three months. This significant increase over the period suggests that corrected hepatocytes may have a proliferative advantage relative to uncorrected cells. In addition, treated mice demonstrate decreased alpha-1 antitrypsin, or A1AT, globule burden within the liver and a durable, significant increase in serum A1AT active protein at three months, roughly 4.9-fold higher than in controls, levels which we believe would be clinically relevant if achieved in patients. These data indicate the potential for base editing as a one-time therapy to treat both lung and liver manifestations of Alpha-1. Glycogen Storage Disease Type 1A, also known as Von Gierke disease, is an inborn disorder of glucose metabolism caused by mutations in the G6PC gene, which results in low blood glucose levels that can be fatal if patients do not adhere to a strict regimen of slow-release forms of glucose, administered every one to four hours (including overnight). There are no disease-modifying therapies available for patients with GSD1a. Our approach to treating patients with glycogen storage disease 1a, or GSD1a, is to apply base editing via LNP delivery to repair the two most prevalent mutations that cause the disease, R83C and Q347X. It is estimated that these two-point mutations account for 900 and 500 patients, respectively, in the United States, representing approximately 59% of all GSD1a patients. Animal studies have shown that as little as 11% of normal G6Pase activity in liver cells is sufficient to restore fasting glucose; however, this level must be maintained in order to preserve glucose control and alleviate other serious, and potentially fatal, GSD1a sequelae. We have identified product candidates that can correct up to 80% of the alleles in cells harboring the Q347X point mutation and approximately 60% of the alleles in cells harboring the R83C mutation as shown in the Table of Contents figures below. Correction of at least 11% is expected to be clinically relevant and potentially disease modifying for GSD1a patients. Viral delivery for ocular and CNS disorders: Stargardt disease The most prevalent mutation in the ABCA4 gene that leads to Stargardt disease is the G1961E point mutation. Approximately 5,500 individuals in the United States are affected by this mutation. Our base editing approach is to repair the G1961E point mutation in the ABCA4 gene. Disease modeling using tiny spot stimuli, or light stimuli through holes that are equivalent in size to a single photoreceptor cell, suggests that only 12%-20% of these cells are sufficient to preserve vision. We anticipate, therefore, that editing percentages in the range of 12%-20% of these cells would be disease-modifying, since each edited cell will be fully corrected and protected from the biochemical defect. We have identified a base editor that is able to edit approximately 45% of the alleles in recombinant cells carrying the human mutated sequence. Given that the base editor is larger than the packaging capacity of a single AAV, we use a split AAV system that delivers the base editor via two AAV vectors. Once inside the cell, the two halves of the editor are recombined to create a functional base editor. In a human retinal pigment epithelial cell line (ARPE-19 cells) in which we have knocked in the ABCA4 G1961E point mutation, we have demonstrated the precise correction of approximately 75% of the disease alleles at 5 weeks after dual infection with the split AAV system. Collaborations We believe our base editing technology has potential across a broad array of genetic diseases. To fully realize this potential, we have established and will continue to seek out innovative collaborations, licenses, and strategic alliances with pioneering companies and with leading academic and research institutions. Additionally, we have and will continue to pursue relationships that potentially allow us to accelerate our preclinical research and development efforts. These relationships will allow us to aggressively pursue our vision of maximizing the potential of base editing to provide life-long cures for patients suffering from serious diseases. Ex vivo electroporation for hematologic diseases and oncology Boston Children s Hospital In July 2020, we formed a strategic alliance with Boston Children s Hospital. Under the terms of the agreement, we will sponsor research programs at Boston Children s to facilitate development of disease-specific therapies using our proprietary base editing technology. Boston Children s will also serve as a clinical site to advance bench-to-bedside translation of our pipeline across certain therapeutic areas of interest, including programs in sickle cell disease and pediatric leukemias and exploration of new programs targeting other diseases. Magenta Therapeutics In June 2020, we announced a non-exclusive research and clinical collaboration agreement with Magenta Therapeutics to evaluate the potential utility of MGTA-117, Magenta s novel targeted ADC for conditioning of patients with sickle cell disease and beta-thalassemia receiving our base editing therapies. Conditioning is a critical component necessary to prepare a patient s body to receive the edited cells, which carry the corrected gene and must engraft in the patient s bone marrow in order to be effective. Today s conditioning regimens rely Table of Contents on nonspecific chemotherapy or radiation, which are associated with significant toxicities. MGTA-117 precisely targets only hematopoietic stem and progenitor cells, sparing immune cells, and has shown high selectivity, potent efficacy, wide safety margins and broad tolerability in non-human primate models. MGTA-117 may be capable of clearing space in bone marrow to support long-term engraftment and rapid recovery in patients. Combining the precision of our base editing technology with the more targeted conditioning regimen enabled by MGTA-117 could further improve therapeutic outcomes for patients suffering from these severe diseases. We will be responsible for clinical trial costs related to development of our base editors when combined with MGTA-117, while Magenta will continue to be responsible for all other development costs of MGTA-117. Non-Viral delivery for liver diseases Verve Therapeutics In April 2019, we entered into a collaboration and license agreement with Verve Therapeutics, or Verve, a company focused on developing genetic medicines to safely edit the genome of adults to permanently lower LDL cholesterol and triglyceride levels and thereby treat coronary heart disease. This collaboration allows us to fully realize the potential of base editing in treating cardiovascular diseases, an area outside of our core focus where the Verve team has significant, world-class expertise. Under the terms of the agreement, Verve received exclusive access to our base editing technology, gene editing, and delivery technologies for human therapeutic applications against certain cardiovascular targets. In exchange, we received 2,556,322 shares of Verve common stock. Additionally, we will receive milestone payments for certain clinical and regulatory events and we retain the option, after the completion of Phase 1 studies, to participate in future development and commercialization, and share 50 percent of U.S. profits and losses, for any product directed against these targets. Verve granted to us a non-exclusive license under know-how and patents controlled by Verve, and an interest in joint collaboration technology. Either party may owe the other party other milestone payments for certain clinical and regulatory events related to the delivery technology products. Royalty payments may become due by either party to the other based on the net sales of any commercialized delivery technology products under the agreement. In June 2020, Verve reported preclinical proof-of-concept data in non-human primates that demonstrated the successful use of adenine base editors to turn off a gene in the liver. Utilizing ABE technology licensed from us and an optimized guide RNA packaged in an engineered lipid nanoparticle, Verve evaluated in vivo liver base editing to turn off proprotein convertase subtilisin/kexin type 9 (PCSK9), a gene whose protein product elevates blood LDL cholesterol or angiopoietin-like protein 3 (ANGPTL3), a gene whose protein product elevates blood triglyceride-rich lipoproteins. We believe these proof-of-concept data, which show we can safely edit the primate genome, represent the first successful application of the base editing technology in non-human primates. In two separate studies, seven animals were treated with the drug product targeting the PCSK9 gene and seven additional animals with the drug product targeting the ANGPTL3 gene. Whole liver editing, blood protein and lipid levels were measured at two weeks and compared to baseline. The program targeting PCSK9 showed an average of 67% whole liver PCSK9 editing, which translated into an 89% reduction in plasma PCSK9 protein and resulted in a 59% reduction in blood LDL cholesterol levels. The program targeting ANGPTL3 showed an average of 60% whole liver ANGPTL3 editing, which translated into a 95% reduction in plasma ANGPTL3 protein and resulted in a 64% reduction in blood triglyceride levels and 19% reduction in LDL cholesterol levels. In addition, in studies in primary human hepatocytes, clear evidence of on-target editing was observed with no evidence of off-target editing. Table of Contents Per the terms of our agreement with Verve, we can exercise our right to participate in the future development and commercialization of any programs at the completion of Phase I studies. Viral delivery for ophthalmology and CNS diseases IOB In July 2020, we announced a research collaboration with the Institute of Molecular and Clinical Ophthalmology Basel (IOB). Founded in 2018 by a consortium that includes Novartis, the University Hospital of Basel and the University of Basel, IOB is a leader in basic and translational research aimed at treating impaired vision and blindness. Clinical scientists at IOB have also helped to develop better ways to measure how vision is impacted by Stargardt disease. Additionally, researchers at IOB have developed living models of the retina, known as organoids, which can be used to test novel therapies. Under the terms of the agreement, the companies will leverage IOB s unique expertise in the field of ophthalmology along with our novel base editing technology to advance programs directed to the treatment of certain ocular diseases, including Stargardt disease. Manufacturing To realize the full potential of base editors as a new class of medicines and to enable our parallel investment strategy in multiple delivery modalities, we are building customized and integrated capabilities across discovery, manufacturing, and preclinical and clinical development. Due to the critical importance of high-quality manufacturing and control of production timing and know-how, we have taken steps toward establishing our own manufacturing facility, which will provide us the flexibility to manufacture numerous different drug product modalities. We believe this investment will maximize the value of our portfolio and capabilities, the probability of technical success of our programs, and the speed at which we can provide life-long cures to patients. In August 2020, we entered into a lease agreement with Alexandria Real Estate Equities, Inc. to build a 100,000 square foot current Good Manufacturing Practice, or cGMP, compliant manufacturing facility in Research Triangle Park, North Carolina intended to support a broad range of clinical programs. We will invest up to $83 million over a five-year period and anticipate that the facility will be operational by the first quarter of 2023. The project will be facilitated, in part, by a Job Development Investment Grant (JDIG) approved by the North Carolina Economic Investment Committee, which authorizes potential reimbursements based on new tax revenues generated through the project. The facility will be designed to support manufacturing for our ex vivo cell therapy programs in hematology and oncology and in vivo non-viral delivery programs for liver diseases, with flexibility to support manufacturing of our viral delivery programs, and ultimately, scale-up to support potential commercial supply. For our initial waves of clinical programs, we will use contract manufacturing organizations, or CMOs, with relevant manufacturing experience in genetic medicines. Our strategy Our mission is to become the leading company in precision genetic medicines by discovering, developing, manufacturing, and ultimately commercializing a new class of medicines through our proprietary base editing technology, with the goal of providing life-long cures to patients suffering from serious diseases. Key components of our strategy are as follows: Build a highly innovative, fully integrated genetic medicines company Table of Contents Advance waves of programs into clinical development through a highly efficient discovery and development engine Access the broadest range of therapeutic areas by leveraging clinically validated delivery modalities Reinforce our leadership position in base editing through strategic investment in our platform and new technologies Further expand patient access to our medicines through innovative strategic partnerships with both established and emerging companies Maintain a culture of innovation that captures the best of academic science and translational medicine As of August 31, 2020, we have attracted a talented group of industry experts and scientists as part of a highly innovative organization of 158 employees. We have developed and consolidated significant technology and intellectual property covering the elements of base editing, as well as additional gene editing technologies and delivery modalities, with exclusive licenses from Harvard University, Broad Institute of MIT and Harvard, Editas Medicine Inc., and Bio Palette Co., Ltd. Recent developments COVID-19 With the ongoing concern related to the COVID-19 pandemic, we have maintained and expanded our business continuity plans to address and mitigate the impact of the COVID-19 pandemic on our business. In March 2020, to protect the health of our employees, and their families and communities, we restricted access to our offices to personnel who performed critical activities that must be completed on-site, limited the number of such personnel that can be present at our facilities at any one time, and requested that most of our employees work remotely. In May 2020, as certain states eased restrictions, we established new protocols to better allow our full laboratory staff access to our facilities. These protocols included several shifts working over a seven days week protocol. We expect to continue incurring additional costs to ensure we adhere to the guidelines instituted by the Centers for Disease Control and to provide a safe working environment to our onsite employees. The extent to which the COVID-19 pandemic impacts our business, our corporate development objectives, results of operations and financial condition, including and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements, and the effectiveness of actions taken globally to contain and treat the disease. Disruptions to the global economy, disruption of global healthcare systems, and other significant impacts of the COVID-19 pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. While the COVID-19 pandemic did not significantly impact our business or results of operations during the six months ended June 30, 2020, the length and extent of the pandemic, its consequences, and containment efforts will determine the future impact on our operations and financial condition. Risks associated with our business Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the

parsed_sections/prospectus_summary/2020/BEKE_ke_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@


1	+ PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2020/BGM_bgm-group_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1,502 @@

+PROSPECTUS SUMMARY
+The following summary is qualified
+in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere
+in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of
+investing in our Ordinary Shares, discussed under "Risk Factors," before deciding whether to buy our Ordinary Shares.
+Unless otherwise indicated, all information
+in this amendment reflects a 1-for-1.66667 reverse split of our issued and outstanding Ordinary Shares, effected on October 16,
+2019.
+Overview
+We
+are a pharmaceutical and chemical company based in China that focuses on the development, manufacture, marketing, and sale of
+licorice products, oxytetracycline products, traditional Chinese medicine derivatives ("TCMD") product, heparin product,
+sausage casings, and fertilizers. We independently developed Gan Di Xin and Ahan Antibacterial Paste
+within our research and development department. Our products are sold in more than 20 provinces in China.
+COVID-19
+The outbreak of the novel coronavirus,
+commonly referred to as "COVID-19", significantly affected the economic and business activities within China for the
+most part of 2020. To attempt to contain the COVID-19 outbreak, the Chinese government had adopted restrictive measures such as
+city lockdowns, travel restrictions, and closures of business activities since late January 2020. With such measures, China has
+gradually resumed businesses as government officials started to ease the restrictive measures. As of the date of this prospectus,
+the COVID-19 outbreak in China appears to be generally under control.
+The COVID-19 outbreak has negatively impacted
+our businesses in the following ways:
+ Our manufacturing activities depend on
+ a wide array of raw materials such as soybeans, corn starch, glycyrrhiza glabra plant, pig intestines, and many others. We
+ have experienced substantive diminutions in raw material supplies due to the COVID-19 outbreak and ensuing lockdowns. In addition,
+ for the nine months ended June 30, 2020 the price of these raw materials has increased by approximately 4%-8% as compared
+ to the same period of the last fiscal year. Our overall gross margin decreased from approximately 25% for the nine months
+ ended June 30, 2019 to approximately 18% for the nine months ended June 30, 2020.
+ Our sales for the three months ended June
+ 30, 2020 decreased by approximately 31% as compared to the same period in 2019, due to the combined effect of (i) the decreased
+ demand of our licorice and TCMD products, (ii) substantive drop in oxytetracycline products prices in April and May 2020,
+ and (iii) our strategic decision to suspend the sales of heparin products. Due to governmental mandates during the COVID-19
+ outbreak, the general Chinese population was encouraged to receive examinations and treatments in hospitals instead of resorting
+ to over the counter medicines, which include our licorice and TCMD products. Further, the substantive decrease in market price
+ of our oxytetracycline products was caused by border controls and closures in foreign countries, which resulted in general
+ excess supplies of oxytetracycline products. In addition, we strategically suspended the sales of heparin products because
+ of a significant increase in the price of pig small intestine and we predicted that we would incur loss from selling heparin
+ products. We decided to put our sales of heparin products on hold starting in the quarter ended June 30, 2020 until the market
+ price rebounded. In the quarter ended September 30, 2020, we resumed selling heparin products.
+ 5
+Considering the global development of
+the COVID-19 outbreak and the changes in market conditions that followed, we expect the following to occur for the fiscal year
+ended September 30,2020:
+ For the year ended September 30, 2020,
+ our net revenue is estimated to increase by 5% to 8% compared to the year ended September 30, 2019, due to the increase in
+ net revenue in the first six months ended March 31, 2020 and rebounding market conditions in the quarter ended September 30,
+ 2020.
+ The COVID-19 outbreak has increased the
+ cost of raw materials for our oxytetracycline, licorice and TCMD products. In addition to the COVID-19 impact, soy bean prices
+ has increased due to the Trade friction between China and US. We expect our cost of production to increase.
+ We expect our account receivable collections
+ to slow down due to the Company s recent extended credit policy, which excludes our customers for oxytetracycline products.
+ We have extended credit terms for certain customers with scrutiny. We expect our account receivable turnover rate to be lower
+ compared to that of the pre-outbreak period. The Company does not expect significant bad debt increase for our fiscal quarter
+ ended September 30, 2020 due to the Company s credit scrutiny policy and careful credit monitoring procedures.
+ The Company will continue funding its capital
+ requirements primarily by cash flow from operations, bank loans, and equity contribution from shareholders.
+Products
+ Our
+ licorice products include Gan Di Xin , Qilian Shan Licorice Extract,
+ and Qilian Shan Licorice Liquid Extract. Our Gan Di Xin is an innovative antitussive
+ and expectorant medicine made from raw licorice materials. Our Qilian Shan Licorice
+ Extract is a primary ingredient for pharmaceutical companies to manufacture traditional
+ licorice tablets. Our Qilian Shan Licorice Liquid Extract is the primary ingredient
+ for medical preparation companies to produce compound licorice oral solutions.
+ Our
+ oxytetracycline products include Qilian Shan Oxytetracycline Tablets and Qilian
+ Shan Oxytetracycline Active Pharmaceutical Ingredients ("API"). Our
+ Qilian Shan Oxytetracycline Tablets are used to prevent and treat a wide range of
+ diseases in chickens, turkeys, cattle, swine, and human. Our Qilian Shan Oxytetracycline
+ APIs are used by pharmaceutical companies in the manufacturing of medications that use
+ oxytetracycline as an active ingredient.
+ Our
+ TCMD product includes Ahan antibacterial paste, which is made from a mixture of
+ 11 traditional Chinese herbal ingredients. It is used to treat refractory chronic skin
+ diseases.
+ Our
+ heparin product includes Heparin Sodium Preparations. It is a primary ingredient for
+ pharmaceutical companies to produce medications used in treating cardiovascular diseases,
+ cerebrovascular diseases, and hemodialysis.
+ Our
+ sausage casings include Zhu Xiaochang Sausage Casings, which are all-natural
+ food products used for culinary purposes.
+ Our
+ fertilizer products include Xiongguan Organic Fertilizer and Xiongguan
+ Organic-Inorganic Compound Fertilizer. Our Xiongguan Organic Fertilizer
+ is designed to improve crop yield, increase soil s chemical properties, and reduce
+ soil compaction. Our Xiongguan Organic-Inorganic Compound Fertilizer
+ is made from both organic materials and traditional chemical fertilizer and is designed
+ to increased plant growth.
+Our
+Competitive Advantages
+We
+believe our principal competitive strengths are as follows:
+Recognized Brand
+Name
+With
+over 50 years of history, "Qilian Shan ( )" is a well-known medical and chemical industrial
+brand in China. We have received many awards from government agencies such as the Gansu Province "Specialized New Technology"
+Enterprise Status granted by Gansu Provincial Industry and Information Technology Commission in November 2017. Please see "Business—Honors,
+Awards, and Qualifications" for more detailed information regarding the awards we have received in the past years and selective
+criteria for each award. In addition, our TCMD products have been available in hospitals and drug stores for years and have received
+positive feedback from our customers over time. Our fertilizer products have been well received in China for years with individual
+farmers as well as farm owners. In addition, as Chinese consumers are becoming better informed and more aware of the environmental
+impact of consumer products, we have actively cultivated a positive sustainability brand image through our operating subsidiary
+Qiming which uses oxytetracycline waste materials to produce fertilizer, saving resources, protecting our environment and promoting
+the sustainable development of the fertilizer industry.
+ 6
+Unique Geographical Location
+And Beneficial National Policy
+Gansu GLS, our operating subsidiary, enjoys
+unique business and policy advantages as a result of the Belt and Road Initiative, which is a Chinese government s international
+infrastructure development and investment strategy that has a particular focus on Western China. Such advantages include exemptions
+for land transaction fees, exemptions for newly added construction land users fees, exemptions for enterprise income tax,
+and priorities in using certain public lands. In addition, our PRC operating entities, in general, enjoy high quality, low cost,
+and abundant local resources due to their locations in remote Western China, which enables them to allocate more financial resources
+on improving production technologies, advancing research and development, and guaranteeing quality control procedures.
+Strong Research And Development
+Capability
+We believe that our research and development
+("R&D") capabilities allow us to respond to our customers evolving needs. Our R&D team has demonstrated
+its success in using sophisticated methods and technologies to develop innovative products that we believe give us an edge over
+our major competitors. We have a strong technical team of 70 highly qualified individuals, amongst whom we have 14 individuals
+dedicated to the Company s R&D projects. There are 17 engineers, 2 senior engineer and 18 individuals with bachelor s
+and advanced degrees in our technical team. Our R&D personnel have successfully developed two innovative products, Gan Di
+Xin and Ahan Antibacterial Paste, both of which have been commercialized.
+High Production Capacity
+Our Company has a maximum annual production
+capacity of 4,000 tons of oxytetracycline APIs, 3 billion oxytetracycline tablets, 1,000 tons of licorice extracts and liquid
+extracts, 5 tons of Heparin Sodium Preparations, 4 million sausage casings and 100,000 tons of fertilizers. We believe that such
+production capacity of antibiotic raw materials gives us an advantage over our competitors in China. In addition, we have the
+largest fermentation and extraction manufacturing units in the country, which we believe offers us a distinctive advantage over
+our competitors.
+Experienced And Accomplished
+Leadership Team With a Proven Track Record
+We have an experienced management team,
+and most of its members possess more than a decade of pharmaceutical, biomedical, chemical and related industry experience. We
+believe that our leadership team is well-positioned to lead us through development, regulatory approval and commercialization
+of our future products. In addition, our management team has extensive R&D, manufacturing and product commercialization experience
+in the Chinese biomedical and chemical industry.
+Our Business Strategies
+Our overall strategy is to leverage our
+considerable industry experience, our deep understanding of PRC market and our R&D expertise to capture additional shares
+of the PRC markets. We plan to fulfill increasing medical and agricultural needs in the Chinese market with our Gan Di Xin ,
+Qilian Shan Oxytetracycline API, Xiongguan Organic Fertilizer, and Heparin Sodium Preparation. According
+to the Frost & Sullivan Report, the total output volume of chemical medicines in the PRC is expected to reach 3,797 thousand
+tons in 2024, with a CAGR of approximately 7.4% from 2020, according to the National Bureau of Statistic of China and the Frost
+ & Sullivan Report. The pharmaceutical market in the PRC started to play an increasingly large role in the global market supply,
+particularly in relation to APIs. It is expected that the revenue from the manufacturing of APIs will reach RMB1,074.8 billion
+in 2024, representing a CAGR of approximately 9.9%. According to the Frost & Sullivan Report, the pharmaceutical market in
+the PRC is highly fragmented with more than 4,000 pharmaceutical companies and a total market size of RMB2,614.7 billion in terms
+of sales in 2019. In 2019, the top 20 pharmaceutical companies accounted for over 20% of the total pharmaceutical market in the
+PRC. The market alternatives for Gan Di Xin , Qilian Shan Oxytetracycline API, Xiongguan
+Organic Fertilizer, and Heparin Sodium Preparation are widely available. In particular, major market participants in the
+oxytetracycline, compound licorice and heparin sodium markets are small and medium companies with no particular market leader
+with significant market share to dominate or influence the market.
+Our product-specific business strategy
+is as follows:
+Our Business Strategies For Gan
+Di Xin
+We plan to further enhance market awareness
+of the Gan Di Xin brand in the PRC markets. Our Company s Gan Di Xin has been included in
+the National Essential Medicines Category and Gansu Province s Essential Medicines Category, which are pharmaceutical prescription
+guidances for medical institutions in the PRC and Gansu Province. Gan Di Xin has also been enrolled in Gansu Province s
+Class B Medical Insurance Coverage Program, which allows Gan Di Xin to enter insurance-covered pharmacies in Gansu
+Province. Our branding strategy is to conduct a pilot marketing program in Gansu Province, and then reach a larger customer base
+in other provinces with wider insurance coverage product offerings by enrolling Gan Di Xin in the National Medical
+Insurance Coverage Program. The process of enrolling Gan Di Xin in the National Medical Insurance Coverage Program
+is relatively straight forward— we will submit the application materials required by the National Medical Insurance Bureau
+to Jiuquan City Level Insurance Bureau. Once approved, we will then submit the application to the Gansu Provincial Insurance Bureau,
+which will further review our application. With Gansu Provincial Insurance Bureau s approval, we will submit our application
+further to the National Insurance Bureau, which will have the final say on Gan Di Xin s enrollment into
+the National Medical Insurance Coverage Program. We will amend our application materials if any level of the insurance bureau
+has any questions regarding our products and applications. Such enrollment will allow Gan Di Xin to enter medical
+institutions and insurance-covered pharmacies on a national level. The review for such enrollment is still in progress, and we
+cannot guarantee that the enrollment application will be approved.
+As of the date of this prospectus, Gan
+Di Xin has been approved to be enrolled into the National Essential Medicines Category (2018 Edition), which was promulgated by
+the PRC National Health Commission and the National Administration of Traditional Chinese Medicine. In addition, we have applied
+with the competent authorities for Gan Di Xin to be included in the National Medical Insurance Coverage Program. As of the date
+of this prospectus, the Administration of Healthcare Security and the Administration of Human Resources and Social Security of
+Gansu Province have filed a request to the National Administration of Healthcare Security and the PRC Ministry of Human Resources
+and Social Security respectively for Gan Di Xin s enrollment. There are no express rules or provisions in China regarding
+the minimum or maximum period required to obtain any approval for the enrollment process. The Company intends to submit all required
+information and handle the application process internally, and therefore does not expect to incur any ongoing expenses with respect
+to such application. In addition, under the Provisional Administration Rules on Drugs for Basic Medical Insurance for Urban Workers,
+there are no administrative or other application expenses required to be paid for the approval process, nor are there any ongoing
+expenses required to maintain the enrollment status.
+We believe that our existing production
+capacity for Gan Di Xin will be able to meet our future business objectives and that there is no need to further invest in facility
+and production line expansion. Rather, we intend to invest more on our marketing efforts for Gan Di Xin and we estimate that we
+will spend approximately $118,000 annually on marketing expenses in the near future.
+Our Business Strategies For Qilian
+Shan Oxytetracycline API
+We plan to increase our oxytetracycline
+API production capabilities and hire more experienced marketing specialists in order to carry out our strategic expansions into
+additional geographical locations in China which we believe would result in us acquiring a bigger share of the Chinese market
+for this product. We are committed to prioritizing investment in our infrastructure capabilities in order to support the strategic
+expansions into additional geographical markets in China. We plan to relocate our current oxytetracycline API production facilities
+and purchase additional state-of-the-art manufacturing facilities to further increase our production capacity. We plan to increase
+our production capacity to 10,000 tons by 2024 and we estimate that our fixed assets investment will be approximately $18 million.
+We will focus on hiring more experienced professionals in our sales, marketing, and production departments to support our continued
+market growth while reducing costs.
+ 7
+Our Business Strategies For Xiongguan
+Organic Fertilizer
+We believe our current production equipment
+and components are adequate to meet current demand and limited future demand. However, to meet the demand anticipated in 2021
+and beyond, we will need to move to a larger production capacity in order to reap substantial business benefits from a Chinese
+government proposal of "Zero Growth of Chemical Fertilizer and Pesticide Use by 2020". Our plan is to build an organic
+waste treatment facility that will allow us to increase fertilizer production capacity through turning waste into high quality
+production materials. We believe this strategy will reduce the cost of our organic fertilizer production while increasing the
+efficiency of our organic fertilizer production each year. We expect to invest approximately $1.28 million in this project.
+Our Business Strategies For Heparin
+Sodium Preparation
+We intend to implement two primary strategies
+to expand and grow the production capacity of our Heparin Sodium Preparation: (i) upgrade the production efficiency of our existing
+manufacturing facilities, and (ii) increase the amount of Heparin Sodium Preparation our production lines can produce. While we
+have earned our reputation through the consistent quality of our products, we believe that sustained improvements in the production
+efficiency and increasing production lines are vital to maintaining such reputation and acquire more shares in the Chinese heparin
+sodium markets. We expect to invest approximately $128,000 in implementing these two strategies.
+Summary of Risk Factors
+Investing in our Ordinary Shares involves
+significant risks. You should carefully consider all of the information in this prospectus before making an investment in our
+Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are
+discussed more fully in the section titled "Risk Factors."
+Risks Related to our Business
+Risks and uncertainties related to our
+business include, but are not limited to, the following:
+ We face significant competition in industries experiencing
+ rapid technological change, and there is a possibility that our competitors may achieve regulatory approval and develop new
+ product candidates before us, which may harm our financial condition and our ability to successfully market or commercialize
+ any of our product candidates.
+ Our pharmaceutical business is subject to inherent risks relating
+ to product liability and personal injury claims.
+ Our business requires a number of permits and licenses. We cannot
+ assure you that we can maintain all required licenses, permits and certifications to carry on our business at all times.
+ A significant portion of our revenue is concentrated on a few
+ large customers, and we do not have long-term agreements with our key customers and rely upon our longstanding relationship
+ with them. If we lose one or more of our customers, our results of operations may be adversely and materially impacted.
+ We source our raw materials used for manufacturing from a limited
+ number of suppliers. If we lose one or more of the suppliers, our operation may be disrupted, and our results of operations
+ may be adversely and materially impacted.
+ If we fail to increase our brand name recognition, we may face
+ difficulty in obtaining new customers.
+ Any disruption in the supply chain of raw materials and our
+ products could adversely impact our ability to produce and deliver products.
+Risks Related to our Corporate Structure
+We are also subject to risks and uncertainties
+related to our corporate structure, including, but not limited to, the following:
+ If the PRC government deems that our contractual
+ arrangements with our VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries,
+ or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
+ penalties or be forced to relinquish our interests in those operations.
+ We rely on contractual arrangements with our variable interest
+ entity and its subsidiaries in China for our business operations, which may not be as effective in providing operational control
+ or enabling us to derive economic benefits as through ownership of controlling equity interests.
+ Contractual arrangements in relation to our variable interest
+ entity may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entity
+ owe additional taxes, which could negatively affect our results of operations and the value of your investment.
+Risks Related to

parsed_sections/prospectus_summary/2020/BILL_bill_prospectus_summary.txt ADDED Viewed

	@@ -0,0 +1 @@

+ PROSPECTUS SUMMARY This summary highlights selected information presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and Special Note Regarding Forward-Looking Statements, and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. Our fiscal year end is June 30, and our fiscal quarters end on September 30, December 31, March 31 and June 30. Our fiscal years ended June 30, 2017, 2018, and 2019 are referred to herein as fiscal 2017, fiscal 2018, and fiscal 2019, respectively. Overview Our mission is to make it simple to connect and do business. We are champions of small and midsize businesses (SMBs). We are a leading provider of cloud-based software that simplifies, digitizes, and automates complex back-office financial operations for SMBs. By transforming how SMBs manage their cash inflows and outflows, we create efficiencies and free our customers to run their businesses. Our purpose-built, artificial-intelligence (AI)-enabled financial software platform creates seamless connections between our customers, their suppliers, and their clients. Customers use our platform to generate and process invoices, streamline approvals, send and receive payments, sync with their accounting system, and manage their cash. We have built sophisticated integrations with popular accounting software solutions, banks, and payment processors, enabling our customers to access these mission-critical services through a single connection. As a result, we are central to an SMB s accounts payable and accounts receivable operations. We Make Paper-based Manual Transaction Processing Obsolete We believe we have a significant opportunity to help millions of SMBs improve their financial operations. Most SMBs are still dependent on manual accounts payable and accounts receivable processes: mailing invoices, printing paper checks, waiting for payments, and storing paper in filing cabinets. According to the SMB Technology Adoption Index, in 2016 over 90% of SMBs surveyed still relied on paper checks to make and accept business-to-business payments. Manual processes are time-consuming, inefficient, and costly. A survey of back-office employees by Levvel Research points to process issues, such as long approval cycles and missing information on invoices, as the leading cause of late payments and missed discounts. Customers who adopt our platform benefit from streamlined back-office processes, as evidenced by our customers electronically exchanging more than 8,000 messages per day, approving more than 2.4 million bills per month, and storing almost 45 million documents per year, collectively, as of June 30, 2019. Today, over 91,000 customers trust our platform to manage their financial workflows and process their payments, which totaled $71 billion for the nine months ended March 31, 2020. As of June 30, 2019, we had over 1.8 million network members. We define network members as our customers plus their suppliers and clients with accounts on our platform. Our network members entrust us with their bank account details, enabling them to connect, invoice, pay, and get paid electronically. Because many of our customers use our platform to manage their end-to-end financial workflows, we have visibility into the entire transaction lifecycle. We leverage this transaction data to provide our Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated June 8, 2020 6,000,000 Shares Common Stock We are selling 3,250,000 shares of our common stock and the selling stockholders identified in this prospectus, which include certain of our executive officers and directors and entities affiliated with our executive officers and directors, are selling 2,750,000 shares of our common stock. We will not receive any of the proceeds from the sale of the shares to be offered by the selling stockholders. Our common stock is listed on the New York Stock Exchange under the symbol BILL. On June 5, 2020, the last reported sale price of our common stock as reported on the New York Stock Exchange was $70.16 per share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the completion of this offering. See the section titled