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+PROSPECTUS SUMMARY Anavex Life Sciences Corp., a Nevada corporation, is referred to as Anavex, we, us, our, or the Company throughout this prospectus. The items in the following summary are described in more detail later in this prospectus. This summary does not contain all of the information you should consider. Before investing in our securities, you should read the entire prospectus carefully, including the Risk Factors beginning on page 5 and the financial statements and related notes beginning on page F-1. Overview Our Current Business We are a clinical stage biopharmaceutical company engaged in the development of drug candidates to treat Alzheimer s disease, other central nervous system (CNS) diseases, and various types of cancer. Our lead compounds ANAVEX 2-73 and ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept), are being developed to treat Alzheimer s disease and potentially other central nervous system (CNS) diseases. In December 2014 a Phase 2a clinical trial was initiated for ANAVEX 2-73, which is being evaluated for the treatment of Alzheimer s disease. The randomized trial is designed to assess the safety and exploratory efficacy of ANAVEX 2-73 alone as well as in combination with donepezil (ANAVEX PLUS) in patients with mild to moderate Alzheimer s disease. ANAVEX 2-73 targets sigma-1 and muscarinic receptors, which have been shown in preclinical studies to reduce stress levels in the brain and to reverse the pathological hallmarks observed in Alzheimer s disease. ANAVEX 2-73 showed no serious adverse events in a previously performed Phase 1 study. In pre-clinical studies, ANAVEX 2-73 demonstrated anti-amnesic and neuroprotective properties in various animal models including the transgenic mouse model Tg2576. We intend to identify and initiate discussions with potential partners in the next 12 months. Further, we may acquire or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further our goals. Our Pipeline Our pipeline includes one clinical drug candidate and several compounds in different stages of pre-clinical study. Our proprietary SIGMACEPTOR Discovery Platform produced small molecule drug candidates with unique modes of action, based on our understanding of sigma receptors. Sigma receptors may be targets for therapeutics to combat many human diseases, including Alzheimer s disease. When bound by the appropriate ligands, sigma receptors influence the functioning of multiple biochemical signals that are involved in the pathogenesis (origin or development) of disease. Compounds that have been subjects of our research include the following: ANAVEX 2-73 ANAVEX 2-73 may offer a disease-modifying approach in Alzheimer s disease (AD) by using ligands that activate sigma-1 receptors. In AD animal models, ANAVEX 2-73 has shown pharmacological, histological and behavioral evidence as a potential neuroprotective, anti-amnesic, anti-convulsive and anti-depressive therapeutic agent, due to its potent affinity to sigma-1 receptors and moderate affinities to M1-4 type muscarinic receptors. In addition, ANAVEX 2-73 has shown a potential dual mechanism which may impact both amyloid and tau pathology. In a transgenic AD animal model Tg2576 ANAVEX 2-73 induced a statistically significant neuroprotective effect against the development of oxidative stress in the mouse brain, as well as significantly increased the expression of functional and synaptic plasticity markers that is apparently amyloid-beta independent. It also statistically alleviated the learning and memory deficits developed over time in the animals, regardless of sex, both in terms of spatial working memory and long-term spatial reference memory. TABLE OF CONTENTS PROSPECTUS SUMMARY 1 CORPORATE INFORMATION 4 THE OFFERING 4 SECURITIES OFFERED 4 RISK FACTORS 5 RISKS RELATED TO OUR BUSINESS 5 RISKS RELATING TO OUR COMMON STOCK 11 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 15 USE OF PROCEEDS 16 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS 17 SELLING SECURITY HOLDERS 19 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 BUSINESS 44 MANAGEMENT 50 DESCRIPTION OF SECURITIES 57 PLAN OF DISTRIBUTION 57 LEGAL MATTERS 59 EXPERTS 59 WHERE YOU CAN FIND ADDITIONAL INFORMATION 59 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 60 FINANCIAL STATEMENTS i PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS II-1 SIGNATURES II-12 You should rely only on the information contained in this prospectus. We have not, and the Selling Security Holders have not, authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell, nor are the Selling Security Holders seeking an offer to buy, securities in any state where the offer or solicitation is not permitted. The information contained in this prospectus is complete and accurate as of the date on the front cover of this prospectus, but information may have changed since that date. We are responsible for updating this prospectus to ensure that all material information is included and we will update this prospectus to the extent required by law. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to the accuracy of the information. Based on the results of pre-clinical testing, we initiated and completed a Phase 1 single ascending dose (SAD) clinical trial of ANAVEX 2-73 in 2011. In this Phase 1 SAD trial, the maximum tolerated single dose was defined per protocol as 55-60 mg. This dose is above the equivalent dose shown to have positive effects in mouse models of AD. There were no significant changes in laboratory or electrocardiogram (ECG) parameters. ANAVEX 2-73 was well tolerated below the 55-60 mg dose with only mild adverse events in some subjects. Observed adverse events at doses above the maximum tolerated single dose included headache and dizziness, which were moderate in severity and reversible. These side effects are often seen with drugs that target central nervous system (CNS) conditions, including AD. The ANAVEX 2-73 Phase 1 SAD trial was conducted as a randomized, placebo-controlled study. Healthy male volunteers between the ages of 18 and 55 received single, ascending oral doses over the course of the trial. Study endpoints included safety and tolerability together with pharmacokinetic parameters. Pharmacokinetics includes the absorption and distribution of a drug, the rate at which a drug enters the blood and the duration of its effect, as well as chemical changes of the substance in the body. This study was conducted in Germany in collaboration with ABX-CRO, a clinical research organization that has conducted several Alzheimer s disease studies, and the Technical University of Dresden. ANAVEX PLUS ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept ) is a potential novel combination drug for Alzheimer s disease. Aricept (donepezil) is now generic. ANAVEX 2-73 showed in combination with donepezil an unexpected and clear synergic effect of memory improvement by up to 80% in animal models. A patent application was filed in the US for the combination of donepezil and ANAVEX 2-73 and if granted would give patent protection at least until 2033. In a humanized calibrated cortical network computer model the unexpected pre-clinical synergy between ANAVEX 2-73 and donepezil was confirmed and ANAVEX PLUS showed an anticipated ADAS-Cog response of 7 points at 12 weeks and 5.5 points at 26 weeks, which represents more than 2x the ADAS-Cog of donepezil alone. ANAVEX 3-71 ANAVEX 3-71, previously named AF710B is a preclinical drug candidate with a novel mechanism of action via sigma-1 receptor activation and M1 muscarinic allosteric modulation, which has shown to enhance neuroprotection and cognition in Alzheimer's disease. ANAVEX 3-71 is a CNS-penetrable mono-therapy that bridges treatment of both cognitive impairments with disease modifications. It is highly effective in very small doses against the major Alzheimer's hallmarks in transgenic (3xTg-AD) mice, including cognitive deficits, amyloid and tau pathologies, and also has beneficial effects on inflammation and mitochondrial dysfunctions. ANAVEX 3-71 indicates extensive therapeutic advantages in Alzheimer's and other protein-aggregation-related diseases given its ability to enhance neuroprotection and cognition via sigma-1 receptor activation and M1 muscarinic allosteric modulation. ANAVEX 1-41 ANAVEX 1-41 is a sigma-1 agonist. Pre-clinical tests revealed significant neuroprotective benefits (i.e., protects nerve cells from degeneration or death) through the modulation of endoplasmic reticulum, mitochondrial and oxidative stress, which damages and destroys cells and is believed by some scientists to be a primary cause of AD. In addition, in animal models, ANAVEX 1-41 prevented the expression of caspase-3, an enzyme that plays a key role in apoptosis (programmed cell death) and loss of cells in the hippocampus, the part of the brain that regulates learning, emotion and memory. These activities involve both muscarinic and sigma-1 receptor systems through a novel mechanism of action. 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 the same offering: [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company (Do not check if a smaller [X] reporting company) CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Being Registered Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee (2) Common Stock, $0.001 par value per share* 15,486,358 $0.18 $2,787,544.44 $323.92 Total 15,486,358 $323.92 *The shares of common stock being registered hereunder are underlying shares of the warrants sold and issued to the Selling Security Holders. (1) Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low sales prices of the registrant s common stock on March 2, 2015, as reported on the OTC Markets OTCQX. The Registrant 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 hereafter 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 Section 8(a), may determine. ANAVEX 1037 ANAVEX 1037 is designed for the treatment of prostate cancer. It is a low molecular weight, synthetic compound exhibiting high affinity for sigma-1 receptors at nanomolar levels and moderate affinity for sigma-2 receptors and sodium channels at micromolar levels. In advanced pre-clinical studies, this compound revealed antitumor potential with no toxic side effects. It has also been shown to selectively kill human cancer cells without affecting normal/healthy cells and also to significantly suppress tumor growth in immune-deficient mice models. Scientific publications describe sigma receptor ligands positively, highlighting the possibility that these ligands may stop tumor growth and induce selective cell death in various tumor cell lines. Sigma receptors are highly expressed in different tumor cell types. Binding by appropriate sigma-1 and/or sigma-2 ligands can induce selective apoptosis. In addition, through tumor cell membrane reorganization and interactions with ion channels, our drug candidates may play an important role in inhibiting the processes of metastasis (spreading of cancer cells from the original site to other parts of the body), angiogenesis (the formation of new blood vessels) and tumor cell proliferation. Our compounds are in the pre-clinical and clinical testing stages of development, and there is no guarantee that the activity demonstrated in pre-clinical models will be shown in human testing. Our Target Indications We have developed compounds with potential application to two broad categories and several specific indications. The two categories are diseases of the central nervous system, and cancer. Specific indications include: Alzheimer s disease In 2014, an estimated 5.2 million Americans are suffering from Alzheimer s disease. The Alzheimer s Association reports that by 2025, 7.1 million Americans will be afflicted by the disease, a 40 percent increase from currently affected patients. Medications on the market today treat only the symptoms of AD and do not have the ability to stop its onset or its progression. There is an urgent and unmet need for both a disease modifying cure for Alzheimer s disease as well as for better symptomatic treatments. Depression - Depression is a major cause of morbidity worldwide according to the World Health Organization (WHO). Pharmaceutical treatment for depression is dominated by blockbuster brands, with the leading nine brands accounting for approximately 75% of total sales. However, the dominance of the leading brands is waning, largely due to the effects of patent expiration and generic competition. Our market research leads us to believe that the worldwide market for pharmaceutical treatment of depression exceeds $11 billion annually. Epilepsy - Epilepsy is a common chronic neurological disorder characterized by recurrent unprovoked seizures. These seizures are transient signs and/or symptoms of abnormal, excessive or synchronous neuronal activity in the brain. According to the Centers for Disease Control and Prevention, epilepsy affects 2.2 million Americans. Today, epilepsy is often controlled, but not cured, with medication that is categorized as older traditional anti-epileptic drugs and second generation anti epileptic drugs. Because epilepsy afflicts sufferers in different ways, there is a need for drugs used in combination with both traditional anti-epileptic drugs and second generations anti-epileptic drugs. Decision Resources, one of the world s leading research and advisory firms for pharmaceutical and healthcare issues, finds that the epilepsy market will increase from $2.9 billion in 2011 to nearly$3.7 billion in 2016. Neuropathic Pain We define neuralgia, or neuropathic pain, as pain that is not related to activation of pain receptor cells in any part of the body. Neuralgia is more difficult to treat than some other types of pain because it does not respond well to normal pain medications. Special medications have become more specific to neuralgia and typically fall under the category of membrane stabilizing drugs or antidepressants. Our market research leads us to believe the worldwide market for pharmaceutical treatment of neuropathic pain exceeds $5 billion annually. Malignant Melanoma - Predominantly a skin cancer, malignant melanoma can also occur in melanocytes found in the bowel and the eye. Malignant melanoma accounts for 75% of all deaths associated with skin cancer. The treatment includes surgical removal of the tumor, adjuvant treatment, chemo and immunotherapy, or radiation therapy. According to IMS Health the worldwide Malignant Melanoma market is expected to grow from about $900 million in 2012 to $4.4 billion by 2022. Prostate Cancer Specific to men, prostate cancer is a form of cancer that develops in the prostate, a gland in the male reproductive system. The cancer cells may metastasize from the prostate to other parts of the body, particularly the bones and lymph nodes. Drug therapeutics for Prostate Cancer are expected to increase from $8.1 billion in 2012 to nearly $18.6 billion in 2017 according to BCC Research. Pancreatic Cancer - Pancreatic cancer is a malignant neoplasm of the pancreas. In the United States approximately 45,000 new cases of pancreatic cancer will be diagnosed this year and approximately 38,000 patients will die as a result of their cancer. Our market research leads us to believe that the market for the pharmaceutical treatment of pancreatic cancer will exceed $1.2 billion by 2015.

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+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 "Balance Labs" "Company," "we," "us" and "our", "our company" refer to Balance Labs, Inc. Overview Incorporated on June 5, 2014 under the laws of the State of Delaware, Balance Labs, Inc. ("Balance Labs") is a consulting firm that provides business development and consulting services to start up and development stage businesses. The company offers services to help businesses in various industries improve and fine tune their business models, sales and marketing plans and internal operations as well as make introductions to professional services such as business plan writing, accounting firms and legal service providers. We leverage our knowledge in developing businesses with entrepreneurs and start up companies management whereby we create a customized plan for them to overcome obstacles so that they can focus on marketing their product(s) and/or service(s) to their potential customers. On June 5, 2014, we issued 12,000,000 and 8,000,000 shares of common stock as "founder shares" to Balance Holdings, LLC ("Balance Holdings") and Shilo Security Solutions, Inc. ("Shilo") for services rendered in forming our company and pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). Shilo subsequently distributed its equity holding in the Balance Labs, Inc. to its shareholders, pro rata, on January 5, 2015. Such shareholders are the selling shareholders identified in the section "Selling Security Holders" on page 18. Where You Can Find Us The Company's principal executive office and mailing address is 1111 Lincoln Road, 4th Floor, Miami Beach, FL 33139. Our telephone number is (305) 907-7600. Implications of Being an Emerging Growth Company We qualify as an emerging growth company as that term is used in 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 MD Exemption from the auditor attestation requirement in the assessment of the emerging growth company s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; Reduced disclosure about the emerging growth company s executive compensation arrangements; and No non-binding advisory votes on executive compensation or golden parachute arrangements. We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 (the "Securities Act") for complying with new or revised accounting standards. We have elected not to use the extended transition period provided above. 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 (the "SEC") becomes 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. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION ON JUNE 5, 2015 BALANCE LABS, INC. 1,000,000 SHARES OF COMMON STOCK The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The common stock to be sold by the selling shareholders as provided in the "Selling Security Holders" section is common stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the common stock covered by this prospectus. Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.25 per share for the duration of the offering. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA"), nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and are subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 2 to read about factors you should consider before buying shares of our common stock. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Date of This Prospectus is:_____________. We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our 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, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. The Offering Common stock offered by selling security holders 1,000,000 shares of common stock. This number represents 4.9 % of our current outstanding common stock. Common stock outstanding before the offering 20,400,000 shares of common stock. Common stock outstanding after the offering 20,400,000 shares of common stock. Terms of the Offering The selling security holders will determine when and how they will sell the common stock offered in this prospectus. The selling security holders will sell at a fixed price of $0.25 per share for the duration of the offering. Termination of the Offering The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act (iii) or we decide at any time to terminate the registration of the shares at our sole discretion. Trading Market There is currently no trading market for our common stock. We intend to apply soon for quotation on OTCQB. We will require the assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us. Use of proceeds We are not selling any shares of the common stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of common stock covered by this prospectus.

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+PROSPECTUS SUMMARY To understand this offering and its consequences to you, you should read the following summary along with the more detailed information and our consolidated financial statements and the notes to those statements set forth or incorporated by reference into this prospectus. Before making an investment decision, you should read the entire prospectus and the information incorporated into this prospectus, especially the information presented under the heading Risk Factors. General Bank of the James Financial Group, Inc. is a Virginia corporation organized to operate as a bank holding company pursuant to the Federal Bank Holding Company Act of 1956 and the Code of Virginia, 1950, as amended (the Code ), and to own and control all of the capital stock of Bank of the James. The Bank is a Virginia banking corporation organized under the laws of the Commonwealth of Virginia and opened for business on July 22, 1999. It is primarily engaged in the business of general retail and commercial banking and providing services related to banking including accepting demand deposits and savings deposits insured by the Federal Deposit Insurance Corporation (the FDIC ), and providing commercial, consumer and mortgage loans, principally in the City of Lynchburg, Virginia and its surrounding counties and, on a smaller scale, in the cities of Charlottesville, Harrisonburg, and Roanoke, Virginia, where we have recently expanded. Private Placement On December 3, 2015, we issued 1,000,000 shares of the Company s common stock to certain institutional investors for cash proceeds of approximately $11,520,000, at a price of $11.52 per share (the Private Placement ). In connection with the offering, we paid commissions in the aggregate amount of 6% of the offering. The Securities were offered and sold pursuant to an exemption from the registration requirements of the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The price of the Securities was determined by us based on a variety of factors, including: the results of negotiations with investors in the Securities; an analysis of peer banks and other methodologies by the placement agents; the earnings per share and the per share book value of our common shares; the trading history of our common shares; our operating history and prospects for future earnings; our current performance; the prospects of the banking industry in which we compete; the general condition of the securities markets at the time of the Private Placement; and the prices of equity securities and equity equivalent securities of comparable companies. While current market price was a factor in the board s price setting determination, we noted that our shares are thinly traded and trades can artificially influence our share price in any one day. One of the most significant of the above factors was our negotiations with investors in the Private Placement. These were arms-length negotiations with independent, third parties that we believe provided definitive evidence of what a willing buyer is prepared to pay for our shares based on that buyer s evaluation of the Company. The gross proceeds to the Company from the Private Placement were $11,520,000. The Company intends to use $10,000,000 to prepay in full notes issued in 2012 (the 2012 Notes ). The 2012 Notes bear interest at the Table of Contents rate of 6% per year with quarterly payments of interest only. The 2012 Notes mature on April 1, 2017, but were called on or about December 4, 2015, and we expect to prepay them in full on or about January 5, 2016. The Company intends to use the remaining proceeds to pay related transaction fees and expenses and for general corporate purposes. We granted registration rights to the investors in the Private Placement, and are filing this registration statement to satisfy those rights. Corporate Information Our corporate headquarters is located at 828 Main Street, Lynchburg, Virginia 24504, and our telephone number is (434) 846-2000. Our website address is www.bankofthejames.com. The information on this website is not incorporated by reference into this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Risk Factors Before investing, you should carefully consider the information set forth under Risk Factors for a discussion of the risks related to an investment in the Securities. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including information included or incorporated by reference in this document, contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act ) and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act ). Forward-looking statements may relate to our financial condition, results of operation, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words may, would, could, should, will, expect, anticipate, predict, project, potential, believe, continue, assume, intend, plan, and estimate, as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in our forward-looking statements include, but are not limited, to the following: our anticipated strategies for growth and sources of new operating revenues; risks and uncertainties related to continuing to list our shares on a national securities exchange; our expectations regarding our operating revenues, expenses, effective tax rates, and other results of operations; our current and future products and services and plans to develop and promote them; risks and uncertainties related to capital expenditures and our estimates regarding our capital expenditures; increased cybersecurity risks, potential business disruptions or financial losses and changes in technology; risks and uncertainties related to our ability to comply with regulations; risks and uncertainties related to changes in economic conditions; risks and uncertainties related to our liquidity, working capital requirements and access to funding; risks and uncertainties related to credit losses; the rate of delinquencies and amount of loans charged-off; risks and uncertainties related to allowances for loan losses and loan loss provisions; decreases in loan growth; our ability to attract and retain key personnel; risks and uncertainties related to our ability to retain our existing customers; increases in competitive pressure in the banking and financial services industries; adverse changes in asset quality and resulting credit risk related losses and expenses; changes in the interest rate environment, business conditions, inflation and changes in monetary and tax policies; changes in political, legislative or regulatory conditions; loss of consumer confidence and economic disruptions resulting from terrorist activities or other military actions; changes in deposit flows; changes in accounting policies and practices; and other risks and uncertainties detailed in our annual reports on Form 10-K and, from time to time, in our other filings with the SEC. 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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the notes. Therefore, you should read the entire prospectus carefully, including the section entitled Risk Factors in this prospectus and the documents incorporated by reference in this prospectus as well as the audited consolidated financial statements and unaudited interim consolidated financial statements and related notes included in the documents incorporated by reference in this prospectus, before making an investment decision to invest in the notes. Company Overview We were the 13th largest retail bank holding company in the United States as of March 31, 2015, according to SNL Financial, with total assets of $136.5 billion. Headquartered in Providence, Rhode Island, we deliver a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Our approximately 17,800 employees strive to meet the financial needs of customers and prospects through approximately 1,200 branches and approximately 3,200 automated teller machines operated in an 11-state footprint across the New England, Mid-Atlantic and Midwest regions and through our online, telephone and mobile banking platforms. We also maintain over 100 retail and commercial non-branch offices located both in our banking footprint and in eleven other states and the District of Columbia. As of March 31, 2015, our 11-state branch banking footprint contained approximately 30 million households and 3.1 million businesses according to SNL Financial, and approximately 75% of our loans were to customers located in our footprint. We conduct our banking operations through our two wholly-owned banking subsidiaries, Citizens Bank, N.A. and Citizens Bank of Pennsylvania. As of March 31, 2015, we had loans and leases and loans held for sale of $94.9 billion, deposits of $99.0 billion and stockholders equity of $19.6 billion, and we generated revenues of $1.2 billion for the three months ended March 31, 2015. We operate our business through two operating segments: Consumer Banking and Commercial Banking. As of March 31, 2015, the contributions of Consumer Banking and Commercial Banking to the loans and leases and loans held for sale in our operating segments were approximately 55% and 45%, respectively. Consumer Banking serves retail customers and small businesses with annual revenues of up to $25 million. Consumer Banking products and services include deposit products, mortgage and home equity lending, student loans, auto financing, credit cards, business loans and wealth management and investment services. Commercial Banking primarily targets companies and institutions with annual revenues of $25 million to $2.5 billion and strives to be the lead bank for its clients. Commercial Banking offers a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest hedging, leasing and asset finance, specialty finance and trade finance. 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. Preliminary Prospectus (Subject to Completion) Dated July 28, 2015 $250,000,000 % Subordinated Notes due 2025 We are offering $250,000,000 aggregate principal amount of our % subordinated notes due 2025 (the notes ). Interest on the notes will be payable semi-annually in arrears on January 30 and July 30 of each year, commencing on January 30, 2016. Prior to July 1, 2025, the notes may not be redeemed. At any time on or after July 1, 2025 (30 days prior to their maturity date), the notes may be redeemed, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The notes will be our unsecured and subordinated obligations and will rank junior in right of payment to all of our existing and future indebtedness that is not by its terms subordinate to or equal in right of payment to the notes, equal in right of payment to all of our existing and future indebtedness that is issued on a pari passu basis and senior in right of payment to all of our existing and future indebtedness that is by its terms subordinate to the notes. None of our existing or future subsidiaries will guarantee our obligations under the notes, and the notes will be structurally subordinated to all existing and future liabilities of our existing and future subsidiaries. We do not intend to apply for the listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system. The notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation ( FDIC ) or any other governmental agency. Investing in the notes involves risk. Before buying any notes, you should consider the risks that we have described in Risk Factors beginning on page 11 of this prospectus and on page 26 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the 2014 Form 10-K ) incorporated by reference herein. 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. Notes Per Note Total Price to public(1) % $ Underwriting discounts and commissions % $ Proceeds to us(1) % $ (1) Plus accrued interest, if any, from , 2015. The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company ( DTC or Depositary ), for the benefit of its participants, including Clearstream Banking, S.A. ( Clearstream ) and Euroclear Bank S.A./N.V. ( Euroclear ), on or about , 2015. See Book-Entry; Delivery and Form. Global Coordinator and Joint Book-Running Manager BofA Merrill Lynch Joint Book-Running Managers Citigroup Credit Suisse Mizuho Securities RBS Prospectus dated , 2015 Table of Contents The following table presents certain financial information for our segments as of and for the three months ended March 31, 2015 and as of and for the year ended December 31, 2014: As of and for the Three Months Ended March 31, 2015 As of and for the Year Ended December 31, 2014 Consumer Banking Commercial Banking Other(1) Consolidated Consumer Banking Commercial Banking Other(1) Consolidated (dollars in millions) Total loans and leases and loans held for sale (average) $ 50,260 $ 40,241 $ 3,784 $ 94,285 $ 47,745 $ 37,683 $ 4,316 $ 89,744 Total deposits and deposits held for sale (average) 67,518 21,932 6,195 95,645 68,214 19,838 4,513 92,565 Net interest income 533 276 27 836 2,151 1,073 77 3,301 Noninterest income 219 100 28 347 899 429 350 1,678 Total revenue $ 752 $ 376 $ 55 $ 1,183 $ 3,050 $ 1,502 $ 427 $ 4,979 Net income $ 61 $ 147 $ 1 $ 209 $ 182 $ 561 $ 122 $ 865 (1) Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets and liabilities, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, equity, revenues, provision for credit losses and expenses not attributed to the Consumer Banking or Commercial Banking segments. For a description of non-core assets, see Management s Discussion and Analysis of Financial Condition and Results of Operations Analysis of Financial Condition in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the 2014 Form 10-K ) and Quarterly Report on Form 10-Q for the three months ended March 31, 2015 (the Q1 2015 Form 10-Q ), each incorporated by reference in this prospectus. Repurchase Transaction We have agreed to repurchase approximately $250 million of our common stock directly from the RBS Group at a purchase price per share equal to the price per share of common stock to the public sold by the selling stockholder in a registered offering of our common stock (the Repurchase Transaction ). The completion of the Repurchase Transaction will be subject to various conditions, including the completion of this offering and the common stock offering by the selling stockholder. Recent Developments (Preliminary and Unaudited) On July 21, 2015, we announced our preliminary financial results for the quarter ended June 30, 2015. Such financial results were included in our Current Report on Form 8-K filed with the SEC on July 28, 2015 ( Q2 Form 8-K ) and are incorporated by reference in this prospectus. The financial results included in the Q2 Form 8-K are preliminary and may change as a result of the completion of our financial closing procedures or any adjustments that may result from the completion of the review of our consolidated financial statements. Accordingly, these unaudited results may materially differ from the actual results that will be reflected in our consolidated financial statements for the quarter ended June 30, 2015, when they are completed and publicly filed with the SEC on our Quarterly Report for the quarter ended June 30, 2015. The Q2 Form 8-K should be read in conjunction with Selected Consolidated Financial Data, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our historical consolidated financial statements and the notes thereto in our 2014 Form 10-K and our Q1 2015 Form 10-Q each incorporated by reference in this prospectus. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information under the heading Risk Factors . In this prospectus, all references to the Company, Gyrodyne we, us and our refer to Gyrodyne Company of America, Inc., a New York corporation, and its subsidiaries and predecessors, unless the context otherwise requires or where otherwise indicated. Gyrodyne Company of America, Inc. Gyrodyne, a self-managed and self-administered real estate investment trust (or REIT) formed under the laws of the State of New York, manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Prior to the payment of the First Special Dividend issued in December 2013 and described below, Gyrodyne owned a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property that is the subject of development plans and is referred to in this proxy statement/prospectus as Flowerfield. Prior to payment of the First Special Dividend described below, Gyrodyne also owned medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. As part of the First Special Dividend as described below, the foregoing properties were transferred to GSD, a subsidiary of Gyrodyne, and all of the outstanding shares of GSD were then distributed to the shareholders of Gyrodyne. Gyrodyne is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. As of March 31, 2015, Gyrodyne has an investment in mortgage loans and line of credit both due to it from GSD of $12,645,754 and $4,952,914, with both loans eliminated in consolidation. On December 24, 2014, Gyrodyne and GSD executed a management services agreement, pursuant to which Gyrodyne s taxable REIT subsidiary, Flowerfield Properties Inc ( FPI ), continues to provide GSD with acquisition and disposition services, asset management services, accounting and other administrative services, property management services and shareholder services. In consideration for these services, GSD reimburses FPI for 85% of FPI s general and administrative expenses and pays FPI a fee equal to 8.5% of such reimbursed amount; reimburses FPI for all rental expenses, whether value added (such as contractor and consultant expenses) or non-value added (such as utilities and taxes) paid by FPI in respect of the properties; pays FPI a fee equal to 8.5% of all value added rental expenses paid by FPI in respect of the properties (but no fee in respect of non-value added rental expenses); reimburses FPI for 100% (without mark-up) of any bonuses paid by FPI to its employees and directors and related payroll taxes on account of any sales of GSD properties; and pays interest to Gyrodyne at the rate of 5.0% per annum on any funds advanced by Gyrodyne to GSD pursuant to a liquidity facility, currently of up to $5.5 million, made available to GSD by Gyrodyne. The shares of common stock of Gyrodyne, par value $1.00 per share, are traded on NASDAQ under the symbol GYRO. Gyrodyne s principal executive offices are located at One Flowerfield, Suite 24, Saint James, New York 11780 and its telephone number is (631) 584-5400. Strategic Process In July 2012, Gyrodyne received $167,501,657 from the State of New York in payment of the judgments in Gyrodyne s favor in its condemnation litigation with the State, which consisted of $98,685,000 in additional damages, $1,474,941 in costs, disbursements and expenses and $67,341,716 in interest. In August 2012, Gyrodyne announced that it was undertaking a strategic review to maximize shareholder value through one or more potential cash distributions and/or through a potential sale, merger, reinvestment or other strategic combination, consistent with Gyrodyne s previously announced goal of providing one or more tax efficient liquidity events to its shareholders. On September 12, 2013, following Gyrodyne s receipt of a private letter ruling from the Internal Revenue Service (the 2013 PLR ) (as described below), our board of directors concluded that it was in the best interests of Gyrodyne and its shareholders to liquidate Gyrodyne for federal income tax purposes and adopted a Plan of Liquidation and Dissolution (the Plan of Liquidation ). In adopting the Plan of Liquidation for federal income tax purposes, our board of directors also determined to pursue the actual disposition of our remaining assets in an orderly manner designed to obtain the best value reasonably available for such assets. The completion of the Merger would complete the liquidation of Gyrodyne for federal income tax purposes within the two year period from the adoption of the Plan of Liquidation, as provided by Section 562(b)(1)(B) of the Internal Revenue Code of 1986, as amended (the Code ) even though the actual disposition of the properties within the same period had not necessarily occurred. Our board of directors believed that the prompt completion of the Tax Liquidation by means of the Merger while permitting a longer period to dispose of the remaining assets would help obtain better values by enabling the sales to take place without the potential timing constraints created by completing the Merger as promptly as practicable. In addition, the ability to extend the time of holding the properties would permit Gyrodyne to seek enhancements of the value of Flowerfield including by pursuing various development or zoning opportunities. In this prospectus, we refer to such liquidation as the Tax Liquidation. On September 13, 2013, our board of directors declared the First Special Dividend, in the amount of $98,685,000, or $66.56 per Gyrodyne share, of which approximately $68,000,000, or $45.86 per share, was to be paid in cash. In connection with the First Special Dividend, our board of directors requested the opinion of Valuation Research Corporation ( Valuation Research ) as to the solvency of Gyrodyne after giving effect to the First Special Dividend. On September 13, 2013, at a meeting of our board of directors, Valuation Research delivered its opinion that, immediately after the completion of the First Special Dividend, (i) the fair value and the present fair saleable value of our aggregate assets exceeds the sum of our total liabilities, (ii) we will be able to pay our debts as such debts mature or otherwise become absolute or due, and (iii) we do not have unreasonably small capital. On December 19, 2013, our board of directors determined that the non-cash portion of the First Special Dividend would be paid by a distribution of all of the outstanding shares in GSD, a subsidiary of Gyrodyne into which all of Gyrodyne s real estate assets were previously contributed as part of an internal restructuring. We refer to such properties as the Contributed Properties. Our board also determined that, after consideration of a management presentation regarding the fair market value of the properties to be transferred to GSD, the aggregate value of the outstanding equity interests of GSD ( GSD Interests ) distributed in the First Special Dividend was $30,685,000 (an amount determined by our board of directors to be equal to the estimated fair market value of the properties, net of all liabilities encumbering such properties, including mortgage loans payable to a subsidiary of Gyrodyne in the aggregate amount of $13,840,889 as of December 31, 2013). The First Special Dividend was paid on December 30, 2013 to shareholders of record as of November 1, 2013. As required by NASDAQ rules governing special dividends of this magnitude, the ex-dividend date was set one business day following the payment date. The transfer of the Contributed Properties by Gyrodyne to GSD resulted in the recognition of approximately $28.4 million of capital gain income by Gyrodyne in 2013. Giving effect to offsetting deductions, Gyrodyne determined that it would have approximately $18 million in REIT income for 2013. In order to satisfy applicable REIT distribution requirements, on December 20, 2013, Gyrodyne declared an additional dividend (the Second Special Dividend ), payable to Gyrodyne shareholders of record as of December 31, 2013 on January 31, 2014. The Second Special Dividend was paid in the form of uncertificated interests in a global dividend note due June 30, 2017 (the Dividend Note ) aggregating $16,150,000 ($10.89 per share) in principal amount. The Dividend Note bears interest at 5.0% per annum, payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2014, and may be payable in cash or in the form of additional notes. On June 16, 2014, the initial semi-annual interest payment on the Dividend Note was paid in kind in the form of uncertificated interests in a global 5% subordinated note due June 30, 2017 in the principal amount of $302,813 that otherwise is identical to the Dividend Note other than as to the initial semi-annual interest payment date thereunder. On December 15, 2014, the second semi-annual interest payment on the original Dividend Note was paid in kind in the form of uncertificated interests in a global 5% subordinated note due June 30, 2017 in the principal amount of $403,750 that otherwise is identical to the Dividend Note other than as to the initial semi-annual interest payment date thereunder. The initial interest due of $7,570 on the note issued on June 16, 2014 was paid in cash on December 15, 2014. The following table shows information with respect to all distributions made by Gyrodyne to its shareholders since November 2005, the time of the taking by New York State of 245.5 acres of our Flowerfield property. The values indicated for the non-cash distributions (GSD Interests and interests in notes) are stated values as of the time of the respective distributions made in good faith by the board. There can be no assurance that such values represent actual market values or that any shareholders could realize those values now or at any time in the future. Ex-Div. Date/ Interest Payment Date Distributions per Share Consideration 3/22/2007 $ 4.00 Cash Dividend 12/17/2012 $ 38.30 Cash Dividend 12/27/2013 $ 10.89 Interests in Dividend Note 12/31/2013 $ 66.56 $45.86 cash, $20.70 in GSD Interests 6/16/2014 $ 0.20 Interests in PIK Note 9/24/2014 $ 0.46 Interests in Dividend Note 12/15/2014 $ 0.27 Interests in PIK Note Total Distributions per Share $ 120.68 On September 15, 2014, our board declared a special supplemental dividend in the amount of $682,033 or $0.46 per share of Gyrodyne common stock. The dividend was paid in the form of non-transferrable uncertificated interests in a dividend note on December 31, 2014 to all shareholders of record as of September 26, 2014 (the 2014 Dividend Note ). The dividend is intended to distribute Gyrodyne s undistributed 2013 REIT taxable income. During the second quarter of 2014, our board of directors approved the hiring of real estate brokers to facilitate the sale of the Cortlandt Manor Medical Center and Fairfax Medical Center. In early 2015, the Company became aware that various aspects of the plaintiff s claims in a putative class action lawsuit against the Company, members of the Company s board of directors, GSD and Gyrodyne, LLC were interfering with the aforementioned proposed sale of such properties. As stated in the 2014 Form 10-K under Item 3. Legal Proceedings--Putative Class Action Lawsuit , the defendants believe the lawsuit is without merit. The Company will vigorously defend such action and take steps to seek to eliminate the issues created by the pending action that are impeding the sale. The Company believes that the issues will be resolved in the Company s favor and that it will be able to liquidate the properties proposed to be sold with no impact to fair value, assuming the market itself does not materially change during the period the Company needs to resolve such issues. As a result of this interference in the sale process, however, the Company believes that as of December 31, 2014, it no longer met the requirements for such assets and liabilities to qualify as assets and liabilities as held for sale and discontinued operations and therefore has reclassified them to operating assets and liabilities and continuing operations and is not reporting discontinued operations for the year ended December 31, 2014. Rights Offering The following summary describes the principal terms of the rights offering, but is not intended to be complete. See The Rights Offering for a more detailed description of the terms and conditions of the rights offering. Securities Offered We are distributing, at no charge, to holders of our common stock non-transferable subscription rights to purchase up to 2,224,020 shares of our common stock. You will receive three subscription rights for each two shares of common stock held of record, as of 5:00 p.m., New York City time, on May 6, 2015. Subscription Price $2.75 per share Basic Subscription Privilege Under the basic subscription privilege, for each subscription right you will be entitled to purchase one share of our common stock at a subscription price of $2.75 per full share. The number of subscription rights you may exercise appears on your rights certificate. Over-Subscription Privilege If you exercise your basic subscription privilege in full and other shareholders do not exercise their basic subscription privilege in full, you will also have an over-subscription privilege to purchase any shares that our other subscription rights holders do not purchase under their basic subscription privilege, subject to proration of available shares. The subscription price for shares purchased pursuant to the over-subscription privilege will be the same as the subscription price for the basic subscription privilege. If you are not allocated the full amount of shares for which you over-subscribe, you will receive a refund of the subscription price, without interest or penalty, that you delivered for those shares of our common stock that are not allocated to you. The subscription agent will mail such refunds as soon as practicable after the completion of the offering. No fractional shares of common stock will be issued. Any fractional rights resulting from the share allocation process specified above will be rounded to the nearest whole number, with halves rounded down. Amount of Proceeds Assuming we receive valid subscriptions for the full 2,224,020 shares, the gross proceeds to us will be $6,115,055 and the net proceeds to us, after deducting estimated offering expenses, will be approximately $5,606,000. However, there is no minimum amount of proceeds required to complete the rights offering. Limitation on the Purchase of Shares In no event may a shareholder exercise subscription and over-subscription privileges to the extent that any such exercise would result in the shareholder, without the approval of our board of directors, owning 20% or more of our issued and outstanding common stock, the limit under our shareholder rights plan, after giving effect to such shareholder s purchase under the basic subscription privilege and the over-subscription privilege. Subscription and over-subscription privileges will also be subject to proportionate cutbacks to the extent that any such exercises would result in five or fewer shareholders owning in the aggregate in excess of 50% of the value of our shares. Record Date May 6, 2015 Expiration Date The subscription rights will expire at 5:00 p.m., New York City time, on June 17, 2015, unless the expiration date is extended. We reserve the right to extend the subscription rights period at our sole discretion for a period not to exceed 30 days, although we do not presently intend to do so. Procedure for Exercising Subscription Rights The subscription rights may be exercised at any time during the subscription period, which commences on May 18, 2015. To exercise your subscription rights, you must take the following steps: If you are a registered holder of our shares of common stock, you may deliver payment and a properly completed rights certificate to the subscription agent before 5:00 p.m., New York City time on June 17, 2015, unless the expiration date is extended. You may deliver the documents and payments by mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank or other nominee, or if you would rather an institution conduct the transaction on your behalf, you should instruct your broker, dealer, custodian bank or other nominee to exercise your subscription rights on your behalf and deliver all documents and payments before 5:00 p.m., New York City time, on June 17, 2015, unless the expiration date is extended Use of Proceeds We intend to use the net proceeds received from the rights offering to pay accrued interest and principal on certain outstanding dividend and payment-in-kind notes, to meet current funding obligations of the pension plan resulting from its termination, to provide funding to GSD under the liquidity facility established pursuant to GSD s operating agreement, for pursuing development rights for the Flowerfield property, for necessary capital improvements in GSD s real estate portfolio which we manage and for general working capital. See Use of Proceeds. However, there is no minimum number of shares required to complete the rights offering, and the gross and net proceeds could be considerably less than the $6,116,055 and $5,606,000, respectively, we would receive assuming full subscription. Non-Transferability of Subscription Rights The subscription rights may not be sold, transferred or assigned to anyone else and will not be listed for trading on the NASDAQ Capital Market or any other stock exchange or market or on the OTC Bulletin Board. No Revocation All exercises of subscription rights are irrevocable, even if you later learn information about us that you consider unfavorable to the exercise of your subscription rights, or even in the event we extend the rights offering. However, if we extend the rights offering for a period of more than 30 days or make a fundamental change to the terms set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced. You should not exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering at a subscription price of $2.75 per share. Extension; Cancellation; Amendment We have the option to extend the rights offering and the period for exercising your subscription rights, although we do not presently intend to do so. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York City time, on the next business day after the most recently announced expiration of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and may choose to extend it if we decide to give investors more time to exercise their subscription rights in this rights offering. If we elect to extend the rights offering for a period of more than 30 days, then holders who have subscribed for rights may cancel their subscriptions and receive a refund of all money advanced. Our board of directors also reserves the right to cancel the rights offering at any time prior to the expiration date for any reason. If the rights offering is canceled, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable to those persons who subscribed for shares in the rights offering. Our board of directors also reserves the right to amend or change the terms of the rights offering. If we should make any fundamental changes to the terms set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such shareholder and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of this rights offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to this rights offering and the new expiration date. Although we do not presently intend to do so, we may choose to change the terms of the rights offering for any reason, including, without limitation, in order to increase participation in the rights offering. Such changes may include a change in the subscription price although no such change is presently contemplated. The terms of the rights offering cannot be changed after the expiration date of the rights offering. No Board Recommendation Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to exercise your subscription rights based on your own assessment of our business and the rights offering. See the section of this prospectus entitled Risk Factors for a discussion of some of the risks involved in investing in our common stock. Director Participation All Gyrodyne directors (who are also shareholders) have indicated that they will purchase shares that are subject to their subscription rights, and that they will exercise their over-subscription privilege (if available), at the same subscription price offered to our shareholders. If they do so, their ownership percentage may increase significantly if shareholders do not exercise basic subscription privileges with respect to a significant number of shares. Nevertheless, these shareholders have not executed agreements to purchase shares and there is no guarantee or commitment that they will subscribe for shares in the offering. Issuance of Common Stock If you purchase shares in the rights offering by submitting a rights certificate and payment, we will mail you a stock certificate as soon as practicable after the completion of the rights offering. If your shares as of the record date were held by a custodian bank, broker, dealer or other nominee, and you participate in the rights offering, you will not receive stock certificates for your new shares. Your custodian bank, broker, dealer or other nominee will be credited with the shares of common stock you purchase in the rights offering as soon as practicable after the completion of the rights offering Listing of Common Stock Our common stock trades on the NASDAQ Capital Market under the symbol GYRO , and we expect the shares to be issued in connection with the rights offering will also be listed on the NASDAQ Capital Market under the same symbol. Certain Material U.S. Federal Income Tax Considerations The receipt and exercise of your subscription rights will generally not be taxable under U.S. federal income tax laws. You are urged to seek specific tax advice from your personal tax advisor in light of your personal tax situation and as to the applicability and effect of any tax laws. See Certain Material U.S. Federal Income Tax Considerations. Subscription Agent Computershare Trust Company, N.A. Information Agent MacKenzie Partners, Inc. Shares of Common Stock Outstanding Before the Rights Offering As of May 6, 2015, 1,482,680 shares of our common stock were outstanding. Shares of Common Stock Outstanding After Completion of the Rights Offering We will issue 2,224,020 shares of common stock in the rights offering, assuming the full number of subscription rights are exercised. Based on the number of shares of common stock outstanding as of May 6, 2015, if we issue all 2,224,020 shares of common stock available in this rights offering, we would have 3,706,700 shares of common stock outstanding following the completion of the rights offering. However, there is no minimum number of shares required to complete the rights offering.

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+Prospectus Summary
+ 5
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+ Risk Factors
+ 8
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+ Special Note Regarding Forward-Looking Statements
+ 15
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+ Use Of Proceeds
+ 16
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+ Selling Stockholder
+ 16
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+ Plan of Distribution
+ 17
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+ Description Of Securities To Be Registered
+ 18
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+ Description Of Preferred Stock And Warrants
+ 19
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+ Legal Matters
+ 22
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+ Experts
+ 22
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+ Description of Business
+ 22
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+ Description of Property
+ 38
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+ Legal Proceedings
+ 38
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+ Market for Common Shares and Related Stockholder Matters
+ 38
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+ Financial Statements
+ 38
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+ Selected Financial Data and Supplementary Financial Information
+ 38
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+ Management's Discussion and Analysis of Financial Condition and Results of Operations
+ 38
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+ Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+ 49
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+ Quantitative and Qualitative Disclosures about Market Risk
+ 49
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+ Directors and Executive Officers
+ 49
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+ Executive Compensation
+ 51
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+ Security Ownership of Certain Beneficial Owners and Management
+ 63
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+ Certain Relationships and Related Transactions and Director Independence
+ 64
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+ Disclosure of Commission Position on Indemnification for Securities Act Liabilities
+ 65
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+ Where You Can Find More Information
+ 66
+
+<A NAME="FS12014_OMAGINE_HTM_

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+summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information contained in the sections entitled "Risk Factors" and "The Rights Offering," our audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014, and our unaudited condensed consolidated financial statements for the quarter ended March 31, 2015, both of which are incorporated into this prospectus by reference, in their entirety before you decide to exercise your subscription rights. Overview Through KBS, we manufacture modular buildings for commercial and residential applications. Commercial buildings include apartments, condominiums, townhouses, dormitories, hospitals, office buildings and other structures. The buildings are manufactured in two production facilities located in South Paris and Waterford, Maine. Our strategy is to offer top quality products for both commercial and residential buildings, with a focus on customization to suit the project requirements, to customers including builders, general contractors and owners of commercial buildings. Recent Developments Prior to April 2014, we were a manufacturer of a variety of equipment used in the semiconductor industry. In July 2013, we sold the assets related to our reliability test ("RTP") line of products to Cascade Microtech, Inc., a semiconductor equipment manufacturer based in Beaverton, Oregon ("Cascade"), and in April 2014 we transferred our test handler product line to Boston Semi Automation LLC, a semiconductor equipment company based in Boston, Massachusetts ("BSA"), in return for a future stream of earn-out payments based on the product line s revenues. On April 2, 2014, we purchased substantially all of the assets and assumed certain liabilities of KBS Building Systems, Inc. and certain of its affiliates related to its business of manufacturing, selling, and distributing modular housing units for residential and commercial use. KBS now operates the acquired business. Following these transactions, KBS represents our sole operating business. On June 26, 2015, we and KBS Builders, Inc., our wholly-owned subsidiary entered into an agreement (the "Settlement Agreement") with Modular Fun I, Inc. (f/k/a KBS Building Systems, Inc.), Modular Fun III, LLC (f/k/a Maine Modular Haulers, LLC), Modular Fun II, LLC (f/k/a All-Set, LLC (d/b/a KBS Homes)), Paris Holdings, LLC, (collectively, the "Sellers") and Robert H. Farnham, Jr. (the "Principal"). The Settlement Agreement is related to that certain Asset Purchase Agreement, dated as of April 2, 2014 (the "Purchase Agreement"), by and among the same parties, pursuant to which we acquired the modular housing business now operated by our subsidiaries KBS Builders, Inc. and Maine Modular Haulers, Inc. for a combination of cash and an unsecured promissory note in the principal amount of $5.5 million (the "KBS Note"). The Settlement Agreement provides, among other things, for the following: (i) the amendment and restatement of the KBS Note to (a) reduce the principal amount thereof from $5.5 million to $2.5 million, (b) forgive all accrued and unpaid interest under the KBS Note, (c) provide that the new principal amount will be payable in $100,000 increments on the first business day of each month for the 25 months beginning July 1, 2015, and (d) provide that the new note will not accrue interest, except if it is in default; (ii) the Company withdraws indemnification and other claims made against the Sellers and the Principal under the Purchase Agreement; and (iii) certain other agreements and mutual releases among the parties (the "KBS Settlement"). Products and Strategy KBS is a Maine-based manufacturer that started business in 2001 as a builder of modular homes. In 2008, KBS began building modular multi-family housing units. In subsequent years, KBS expanded its product offerings to include a variety of commercial buildings including apartments, condominiums, townhouses, dormitories, hospitals, office buildings, and other structures. The structures are built inside our climate-controlled factories and transported to the site where they are set and secured on the foundation. Electrical, plumbing, and HVAC systems are inspected and tested in the factory, prior to transportation to the site, to ensure the modules meet all local building codes and quality requirements. Modular construction has gained increased acceptance and is a preferred method of building by many architects and general contractors. The advantages of modular construction include: modules are constructed in a climate-controlled environment; weather conditions usually do not interrupt or delay construction; the building is protected from weather, reducing the risk of mold due to materials absorbing moisture from rain or snow; reduced site work; reduced vandalism and attrition, as the building is immediately secured; and a significant reduction in overall project time. The KBS strategy is to offer top quality products for both commercial and residential buildings with a focus on customization to suit the project requirements. Our production strategy is to maintain and grow the resources necessary to build a variety of commercial and residential buildings. We attempt to utilize the most efficient methods of manufacturing and high quality materials in all of our projects. Our sales team works to attract new architects and contractors in New England who need the flexibility that KBS offers. Our competitive strategy is to offer a superior product unique to the project s requirements, provide value with our engineering and design expertise, and provide the product in the timeframe needed by the customer. Competition KBS is a regional manufacturer of modular housing units. We compete for sales based on price, delivery, and our unique ability to customize to the customer s specific needs. Our market is the New England states (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont). Several modular manufacturers are located in these New England states and in nearby Pennsylvania. Some competitors have manufacturing locations in Canada and ship their products to the United States. Our largest competitor in New England is Excel Homes which is a subsidiary of Innovative Building Systems ("IBS"). IBS owns several brand name modular manufacturers and has manufacturing locations in Maine and Pennsylvania. Modular manufacturers owned by IBS include Keiser Homes, Excel Homes, All American Homes, Future Home Technology, Inc., HandCrafted Homes, and Modukraft Homes. Other competitors include Maple Leaf Homes (Canada), Pennwest Homes, Champion Home Builders, Muncy Homes, and Professional Building Systems. Manufacturing and Supplies Our manufacturing operations are based in Maine. KBS owns two manufacturing plants; a 90,000 square foot facility in South Paris, Maine and a 60,000 square foot facility in Waterford, Maine. Lumber and supplies for both facilities are purchased from our main location in South Paris. Homes and buildings are manufactured in climate controlled facilities. We emphasize quality and conformance to all the local building codes where the home or building will be located. Independent building code inspectors are on site almost daily inspecting every stage of the manufacturing process. Lumber costs are subject to market fluctuations. Some of our required construction materials are only available through limited sources in New England. KBS can source such items from other parts of the country if a New England supplier is unable to provide the material. We do not maintain long-term agreements with our suppliers and we purchase all of the materials used in our products through individual purchase orders. KBS keeps a limited inventory of most commonly used materials on hand at both locations. Sales and Marketing We market our products through direct sales people and through a network of independent dealers and contractors in New England. Our direct sales organization is responsible for all commercial building projects, and works with developers, architects, owners, and general contractors to establish the scope of work, terms of payment, and general conditions for each project. We also have a group of three employees who market single family homes directly to the public using model homes on our site in South Paris, Maine. Our sales people also work with independent dealers and contractors to accurately configure and place orders for single family homes for their end customers. Our network of independent dealers and contractors do not work with us exclusively, although many have KBS model homes on display at their retail centers. We do not assign exclusive territories to our independent dealers and contractors, but they tend to sell in areas of New England where they will not be competing against another KBS dealer or contractor. Our marketing efforts include participation in industry trade shows and production of product literature and sales support tools. These efforts are designed to generate sales leads for our independent builders and dealers, and direct salespeople. Debt Financings As reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 we had interest-bearing debt totaling approximately $16.1 million. Our debt include d approximately $5.5 million principal amount under the KBS Note, which was reduced to $2.5 million in accordance with the KBS Settlement, with the new principal amount payable in $100,000 increments on the first business day of each month for the 25 months beginning July 1, 2015 . Our debt also includes $6.0 million principal amount of promissory notes issued to LSVI and $4.5 million principal amount of promissory notes issued to Lone Star Value Co-Invest I, LP ("LSV Co-Invest I"). Interest on these notes is payable semiannually and any unpaid principal and interest is due on April 1, 2019. Jeffrey E. Eberwein, our Chairman of the Board, is the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I, and sole member of LSVM, the investment manager of LSVI. Net Operating Loss Carryforwards As of December 31, 2014, we had approximately $90 million in federal NOLs, and state NOLs of approximately $35 million. Our ability to use NOLs to offset future taxable income will depend on the amount of taxable income we generate in future periods and whether we become subject to annual limitations on the amount of taxable income that may be offset by our NOLs. Section 382 ("Section 382") of the Internal Revenue Code of 1986, as amended (the "Code"), imposes an annual limitation on the amount of taxable income that may be offset by a corporation s NOLs if the corporation experiences an "ownership change" as defined in Section 382. An ownership change occurs when the corporation s "5-percent shareholders" (as defined in Section 382) collectively increase their ownership in the corporation by more than 50 percentage points (by value) over a rolling three-year period. Additionally, various states have similar limitations on the use of state NOLs following an ownership change. Our Charter includes provisions designed to protect the tax benefits of our NOLs by generally restricting any direct or indirect transfers of our common stock that increase the direct or indirect ownership of our common stock by any person from less than 4.99% to 4.99% or more, or increase the percentage of our common stock owned directly or indirectly by a person owning or deemed to own 4.99% or more of our common stock. Further, any direct or indirect transfer attempted in violation of these transfer restrictions will be void as of the date of the prohibited transfer as to the purported transferee. Additionally, we have adopted and our shareholders have approved our Rights Plan that generally is designed to deter any person from acquiring shares of our common stock if the acquisition would result in such person beneficially owning 4.99% or more of our common stock without the approval of our Board.

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. It does not contain all of the information that is important to you. We urge you to read carefully the entire prospectus, the other information to which we refer, and the information incorporated herein by reference before investing in our common stock. You should pay special attention to the Risk Factors beginning on page 7 of this prospectus to determine whether an investment in any of the Securities is appropriate for you. In this prospectus, all references to the Company, Heritage Oaks, we, us and our refer to Heritage Oaks Bancorp and its subsidiaries, unless the context otherwise requires or where otherwise indicated. Our Company Heritage Oaks Bancorp (the Company ) is a California corporation organized in 1994 to act as a holding company for Heritage Oaks Bank ( Bank ), a bank founded in 1983 that serves San Luis Obispo, Santa Barbara and Ventura counties. As of June 30, 2015, Heritage Oaks Bank operated primarily through 12 retail branches located on the Central Coast of California, in San Luis Obispo and Santa Barbara Counties and through other direct channels, including a loan production office in Ventura County. The principal business of the Bank consists of attracting deposits from the general public and investing these funds primarily in commercial real estate and commercial business loans, loans secured by first mortgages on owner-occupied, one-to-four single family residences, operating and real estate procurement loans for agricultural business, multifamily residential property loans and a variety of consumer loans. The Bank offers a variety of deposit accounts for both individuals and businesses with varying rates and terms, which generally include savings accounts, money market deposits, certificate accounts and checking accounts. The Bank solicits deposits primarily in its market area and through the CDARs reciprocal deposit program, and in the past has accepted brokered deposits. The Bank also originates one-to-four single family residential mortgages for sale in the secondary market. The Bank offers a variety of deposit accounts for both individuals and businesses with varying rates and terms, which generally include savings accounts, money market deposits, certificates of deposit and checking accounts. The Bank solicits deposits primarily in its market area, and accepts brokered deposits. Other than holding the shares of the Bank, the Company conducts no significant activities. As a bank holding company, the Company generally is prohibited from acquiring direct or indirect ownership or control of more than 5 percent of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by regulation or order of the Federal Reserve Board, have been identified as activities closely related to the business of banking or managing or controlling banks. In October 2006, the Company formed Heritage Oaks Capital Trust II ( Trust II ). Trust II is a statutory business trust formed under the laws of the State of Delaware and is a wholly- owned, non-financial, non-consolidated subsidiary of the Company whose sole purpose was to issue trust preferred securities. In conjunction with the Mission Community Bancorp acquisition, the Company assumed two additional trusts; Mission Community Capital Trust I ( Trust III ), and Santa Lucia Bancorp (CA) Capital Trust ( Trust IV ) whose sole purposes were to issue trust preferred securities. At June 30, 2015, Heritage Oaks had total assets of $1.8 billion, total deposits of $1.5 billion and shareholders equity of $202.1 million. Important information concerning Heritage Oaks business is incorporated herein by reference from Item 1. Business in the Company s Annual Report on Form 10-K that was filed with the U.S. Securities and Exchange Commission on March 6, 2015. See Information Incorporated by Reference and Where You Can Find More Information on page 14 to find out how you can obtain this information. Table of Contents The Offering Maximum number of shares of Common Stock offered by the Selling Securityholder 1,189,538 shares of Common Stock Shares outstanding as of August 4, 2015 34,349,108 shares of Common Stock Use of Proceeds All Securities sold pursuant to this prospectus will be sold by the Selling Securityholder. We will not receive any of the proceeds from such sales.

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+PROSPECTUS SUMMARY This summary provides a brief overview of information contained elsewhere in this prospectus. Because it is abbreviated, this summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully before making an investment decision, including the information presented in "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the historical combined and pro forma financial statements and related notes thereto included elsewhere in this prospectus. Centrue Financial Services Overview Centrue Financial Corporation is a regional financial services company headquartered in Ottawa, Illinois. We operate through our wholly-owned subsidiary, Centrue Bank ("Bank"). The Bank is engaged in commercial and retail banking and offers a broad range of lending, depository and related financial services tailored to our consumer, commercial and industrial and public and governmental customers. We devote special attention to personal customer service to these customers. Through our 27 locations (twenty-three full-service bank branches, two lending centers and two back-room sales support non-banking facilities), the combined company serves a market area which extends from the far western and southern suburbs of the Chicago metropolitan area across Central Illinois into the metropolitan St. Louis area. As of June 30, 2015, we have total assets of approximately $891 million, total loans of $587 million, and total deposits of $700 million. Regulatory Matters In December 2009, the Company and the Bank entered into a written agreement (the "Agreement") with the Federal Reserve Bank of Chicago ("Federal Reserve-Chicago") and the Illinois Department of Financial and Professional Regulation ("IDFPR"). The Agreement is based on the findings of the Federal Reserve-Chicago and the IDFPR during an examination that commenced in June 2009 (the "Examination"). Since the completion of the Examination, the boards of directors of the Company and the Bank have aggressively taken steps to address the findings of the Examination. The Company and the Bank have taken an active role in working with the Federal Reserve Board and the IDFPR to improve the condition of the Bank and have addressed many of the items included in the Agreement. Under the terms of the Agreement, the Bank must prepare and submit written plans and/or reports to the regulators that address the following items: strengthening the Bank s credit risk management practices; improving loan underwriting and loan administration; improving asset quality by enhancing the Bank s position on problem loans through repayment, additional collateral or other means; reviewing and revising as necessary the Bank s allowance for loan and lease losses policy; maintaining sufficient capital at the Bank; implementing an earnings plan and comprehensive budget to improve and sustain the Bank s earnings; and improving the Bank s liquidity position and funds management practices. While the Agreement remains in place, the Company and the Bank may not pay dividends and the Company may not increase debt or redeem any shares of its stock without the prior written consent of the regulators. Further, the Bank will comply with applicable laws and regulations. The Company is in compliance with all the requirements specified in the Agreement. The Company and the Bank believe that the proactive steps that have been taken by the board of directors and by management will help the Company and the Bank address the Agreement and the concerns leading to the Agreement. Recent Developments - Recapitalization On March 31, 2015, Centrue completed a recapitalization of the Company that included (after giving effect to the reverse stock split described under Reverse Stock Split below): The issuance of 6,333,333 shares of the Company s common stock at a price of $12.00 per share to an investor group made up predominantly of institutional investors for aggregate proceeds of $76 million; The repurchase and redemption of $32.7 million of Series C Preferred Stock (formerly TARP) for $19.0 million; The retirement of $250,000 in senior debt and redemption of $10.0 million in subordinated debt for $8.5 million; The cancellation and settlement of warrants to purchase the Company s common stock held by the United States Department of Treasury; and The payment of $4.9 million of accrued interest on the Company s trust preferred securities. Tax Benefits Preservation Plan During September 2014 our stockholders amended the Company s amended and restated certificate of incorporation to adopt a tax benefits preservation plan ("Plan") as Article XV of the certificate of incorporation. Article XV was amended in May, 2015 to address certain concerns the Federal Reserve-Chicago expressed regarding the procedures for amending or modifying the Plan. The Plan is intended to help protect the Company s ability to utilize its existing net operating losses and tax credits, which through year end 2014 could be utilized to offset approximately $93 million of taxable income. The tax benefits preservation Plan reduces the risk of an "ownership change" under Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"), by severely limiting if not preventing any person or group from becoming or obtaining the right to become a "5-percent stockholder" (as this term is used in Section 382) or, in certain cases, increasing a holder s or group s ownership of common stock beyond 4.99%, without the approval of the Company s board of directors. Although the Company believes the preservation of the Company s tax assets is critical to execution of the Company s business plan, and adoption of the Plan was a condition to complete of the recapitalization transaction described above, the plan has the effect of limiting a third party purchaser s ability to purchase a substantial interest in the Company, and prevents any stockholder holding more than 4.99% of the Company from acquiring additional common stock of the Company. Reverse Stock Split At Centrue s annual meeting held on May 27, 2015, Centrue s stockholders approved a one for thirty reverse split of the company s common stock. After giving effect to the reverse split, which was effective on May 29, 2015, the Company had outstanding 6,581,544 shares of common stock. Risk Factors You should read the "Risk Factors" beginning on page 5, as well as other cautionary statements throughout this prospectus, before investing in shares of our common stock. Corporate Information We are a Delaware corporation. Our principal executive offices are located at 122 W. Madison, Ottawa, Illinois 61350 and our main telephone number at that address is (800) 452-6045. Our website is available at www.centrue.com. Information contained on or available through our website is not part of or incorporated by reference into this prospectus or any other report we may file with the Securities and Exchange Commission ("SEC").

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section entitled Risk Factors and our consolidated financial statements and the related notes. In this prospectus, unless otherwise noted, we refer to Sangui Biotech International, Inc. as Sangui, SGBI, our Company, the Company, we, us, and our. Our Company Sangui BioTech, Inc. ( SBT ) was incorporated in Delaware on August 2, 1996 and began operations in October of 1996. Shortly after the formation of SBT, the shareholders of SanguiBioTech AG ( Sangui GmbH ) and GlukoMediTech AG ( Gluko AG ) agreed to a share swap in which all of the outstanding shares held by the shareholders would be exchanged for shares of SBT, thereby making Sangui GmbH and Gluko AG wholly owned subsidiaries of SBT. In August 1997, Citadel Investment System, Inc., a publicly owned Colorado corporation ( Citadel ), acquired one hundred percent (100%) of the outstanding common shares of Sangui BioTech, Inc., and as a result, Sangui BioTech, Inc. became a wholly owned subsidiary of Citadel. Thereafter, Citadel changed its name to Sangui BioTech International, Inc. (the Company or SGBI ). Until the end of our fiscal year 2003, SGBI's business operations were conducted through the wholly owned subsidiaries. During the first quarter of the 2003 fiscal year, SBT sold its assets, and commenced a wind-down of its U.S. business operations. SBT was merged with and into SGBI effective December 31, 2002. Gluko AG was merged with Sangui GmbH effective as of June 30, 2003. Sangui GmbH, the only remaining subsidiary of SGBI, develops hemoglobin-based artificial oxygen carriers for use as blood additives, blood volume substitutes and variant products thereof. Sangui GmbH has also developed an anti-aging cosmetic and a number of related products aimed at improving oxygen supply to the skin. Enhanced oxygen supply is the key to improved wound healing; therefore the Company has extended its product portfolio to contain wound sprays, wound pads and other wound management products. The facilities for Sangui GmbH are located on the premises of the Forschungs-und Entwicklungszentrum of the University of Witten/Herdecke, in Witten Germany. We presently maintain our principal United States offices at 352 S 200 W, Ste #3, Farmington, Utah 84025. Our telephone number is 801-928-8266. Our corporate internet address is http://www.sanguibiotech.com. The reference to our website is an inactive textual reference only and is not a hyperlink. The contents of our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our common stock. Overview of our Business Our mission is the development of novel and proprietary pharmaceutical, medical and cosmetic products. We develop our products through our German subsidiary, Sangui GmbH. Currently, we are seeking to market and sell our products through partnerships with industry partners worldwide. Our focus has been the development of oxygen carriers capable of providing oxygen transport in humans in the event of acute and/or chronic lack of oxygen due to arterial occlusion, anemia or blood loss whether due to surgery, trauma, or other causes, as well as in the case of chronic wounds. We have thus far focused our development and commercialization efforts on such artificial oxygen carriers by reproducing and synthesizing polymers out of native hemoglobin of defined molecular sizes. In addition, we have developed external applications of oxygen transporters in the medical and cosmetic fields in the form of sprays for the healing of chronic wounds and of gels and emulsions for the regeneration of the skin. We also market a wound dressing that shows outstanding properties in the support of wound healing, which we call Chitoskin. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Calculation of Registration Fee Title of each class of securities to be registered Amount to be registered(1)(2) Proposed maximum offering price per share Proposed maximum aggregate offering price(1)(2) Amount of registration fee(3) Common Stock, no par value 30,000,000 $0.065 $ 1,950,000 $226.59 Total 30,000,000 $0.065 $ 1,950,000 $226.59 (1) Represents the number of shares of common stock of the Registrant that we will initially put ( Put Shares ) to Tarpon Bay Partners, LLC ( Tarpon ), pursuant to an equity purchase agreement (the Equity Purchase Agreement ) between Tarpon and the Registrant, effective on May 11, 2015. The Equity Purchase Agreement permits the Registrant to put up to $5,000,000 in common stock to Tarpon. In the event that the provisions of the Equity Purchase Agreement require the Company to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the Company will file a new registration statement to register those additional shares. (2) The offering price has been estimated solely for the purpose of computing the dollar value of the Purchase Shares and the registration fee of the Purchase Shares in accordance with Rule 457(c) of the Securities Act on the basis of the average of the bid and ask price of the common stock of the Company as reported on the OTCQB on June 24, 2015. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, 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 information in this prospectus is not complete and may be changed. The selling security holder 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 is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED _______, 2015 SanguiBioTech GmbH holds the distribution rights for our Chitoskin wound pads in the European Union and various other countries. A European patent has been granted for the production and use of Chitoskin wound pads. Our current key business focuses are: (a) selling our existing cosmetics and wound management products through distribution partners, or by way of direct sale, to end users; (b) identifying additional industrial and distribution partners for our patents, production techniques, and products; and, (c) obtaining the additional certifications on our products in development. SanguiBioTech GmbH is ISO 9001:2000 (General Quality Management System) and ISO 13485:2003 (Quality Management System Medical Products) certified, and is subject to audits on a regular basis. About This Offering On May 11, 2015, we entered into an Equity Purchase Agreement with Tarpon Bay Partners, LLC, a Florida limited liability company ( Tarpon ). Subject to the terms and conditions of the Equity Purchase Agreement we have the right to put, or sell, up to $5,000,000 worth of shares of our common stock to Tarpon. As a condition for the execution of the Equity Purchase Agreement, we issued Tarpon a promissory note in the principal amount of $50,000, maturing on November 30, 2015, as a commitment fee. We will not receive any proceeds from the resale of these shares of common stock offered by Tarpon. We will, however, receive proceeds from the sale of shares directly to Tarpon pursuant to the Equity Purchase Agreement. When we put an amount of shares to Tarpon, the per share purchase price that Tarpon will pay to us in respect of the put will be determined in accordance with the formula set forth in the Equity Purchase Agreement. There will be no underwriter s discounts or commissions so we will receive all of the proceeds of our sale to Tarpon. We may draw pursuant to the terms of the Equity Purchase Agreement periodically during the Term (a Draw Down ) by delivering to Tarpon a written notice (a Draw Down Notice ) requiring Tarpon to purchase a dollar amount in shares of common stock (a Draw Down Amount ). Tarpon has committed to purchase up to $5,000,000 worth of shares of our common stock over a period of time terminating on the earlier of: (i) 36 months from the effective date of the registration statement filed in connection with the Equity Purchase Agreement; or (ii) the date on which Tarpon has purchased shares of our common stock pursuant to the Equity Purchase Agreement for an aggregate maximum purchase price of $5,000,000. In no event may the shares issuable pursuant to a Draw Down Notice, when aggregated with the shares then held by Tarpon on the date of the Draw Down, exceed 9.99% of the Company s outstanding common stock. The purchase price per share of common stock purchased under the Equity Purchase Agreement will equal 90% of the lowest closing price during the Valuation Period (the Purchase Price ). On the date that a Draw Down Notice is delivered to Tarpon, we are required to deliver an estimated amount of shares to Tarpon s brokerage account equal to 125% of the Draw Down Amount indicated in the Draw Down Notice divided by the closing price of our common stock for the trading day immediately prior to the date of the Draw Down Notice ( Estimated Shares ). The Valuation Period will begin the first trading day after the Estimated Shares have been delivered to Tarpon s brokerage account and have been cleared for trading, and terminates ten days thereafter. At the end of the Valuation Period, if the number of Estimated Shares delivered to Tarpon is greater than the shares issuable pursuant to a Draw Down, then Tarpon is required to return to us the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. If the number of Estimated Shares is less than the shares issuable under the Draw Down, then we are required to issue additional shares to Tarpon equal to the difference; provided that the number of shares to be purchased by Tarpon may not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by Tarpon, would exceed 9.99% of the outstanding number of shares of our common stock. We will specify in each Draw Down Notice a minimum threshold market price under which no shares may be sold (the Floor Price ). The Floor Price shall not be less than 80% of the average of the closing trade prices for the ten (10) trading days ending immediately prior to delivery of the Draw Down Notice. In the event that during a Valuation Period, the closing bid price on any trading day is below the Floor Price (the Low Bid Price ), Tarpon is under no obligation to purchase and we are under no obligation to sell 1/10th of the Draw Down Amount for each A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. PRELIMINARY PROSPECTUS Subject to completion, dated ______, 2015 SANGUI BIOTECH INTERNATIONAL, INC. 30,000,000 SHARES OF COMMON STOCK This prospectus relates to the offer and resale of up to 30,000,000 shares of our common stock, no par value per share, by the selling security holder, Tarpon Bay Partners, LLC, a Florida limited liability company ( Tarpon ). All of such shares represent shares that Tarpon has agreed to purchase if put to it by us pursuant to the terms of the Equity Purchase Agreement we entered into with them on May 11, 2015, subject to the volume limitations and other limitations in the Equity Purchase Agreement. Subject to the terms and conditions of the Equity Purchase Agreement, which we refer to in this prospectus as the Equity Purchase Agreement, we have the right to put, or sell, up to $5,000,000 worth of shares of our common stock to Tarpon. For more information on selling security holder, please see the section of this prospectus entitled Selling Security Holder beginning on page 17. We will not receive any proceeds from the resale of these shares of common stock offered by Tarpon. We will, however, receive proceeds from the sale of shares directly to Tarpon pursuant to the Equity Purchase Agreement. When we put an amount of shares to Tarpon, the per share purchase price that Tarpon will pay to us in respect of the put will be determined in accordance with the formula set forth in the Equity Purchase Agreement. There will be no underwriter s discounts or commissions so we will receive all of the proceeds of our sale to Tarpon. We may draw down pursuant to the Equity Purchase Agreement periodically during the Term (a Draw Down ) by delivering to Tarpon a written notice (a Draw Down Notice ) requiring Tarpon to purchase a dollar amount in shares of common stock (a Draw Down Amount ). Tarpon has committed to purchase up to $5,000,000 worth of shares of our common stock over a period of time terminating on the earlier of: (i) 36 months from the effective date of the registration statement filed in connection with the Equity Purchase Agreement; or (ii) the date on which Tarpon has purchased shares of our common stock pursuant to the Equity Purchase Agreement for an aggregate maximum purchase price of $5,000,000. In no event may the shares issuable pursuant to a Draw Down Notice, when aggregated with the shares then held by Tarpon on the date of the Draw Down, exceed 9.99% of the Company s outstanding common stock. such trading day, and the Draw Down Amount will be adjusted accordingly. In the event that during a Valuation Period there exists a Low Bid Price for any three trading days then our obligation to sell and Tarpon s obligation to purchase the Draw Down Amount under a Draw Down Notice will terminate on such third trading day (the Termination Date ) and the Draw Down Amount shall be adjusted to include only 1/10th of the initial Draw Down Amount for each day during the Valuation Period prior to the Termination Date that the bid price equals or exceed the Low Bid Price. Tarpon may sell any shares offered under this prospectus at prevailing market prices or privately negotiated prices. Tarpon is an underwriter within the meaning of the Securities Act of 1933, as amended (the Securities Act ), in connection with the resale of our common stock under the Equity Purchase Agreement. For more information, please see the section of this prospectus titled Plan of Distribution beginning on page 18. Our common stock is quoted on the OTCQB under the symbol SGBI. The closing price of our stock on May 13, 2015, was $0.10 per share. THE OFFERING Common stock offered by Tarpon 30,000,000 shares of Common Stock Common stock currently outstanding 148,103,056 shares Common stock outstanding after offering 178,103,056 shares Percentage of Outstanding Common stock being Offered 9.9% Dividend Policy We do not anticipate paying dividends on our common stock in the foreseeable future. Use of Proceeds We will not receive any of the proceeds from the sale of shares of common stock by the selling security holder or from the sale of shares of common stock by Tarpon. However, we will receive proceeds from the sale of our common stock to Tarpon pursuant to the Equity Purchase Agreement. The proceeds from our exercise of the Put Right pursuant to the Equity Purchase Agreement will be used for repayment of liabilities, the preclinical testing phase of our Hb-Polymers, and working capital. OTCQB Trading Symbol SGBI The purchase price per share of common stock purchased under the Equity Purchase Agreement will equal 90% of the lowest closing price during the Valuation Period (the Purchase Price ). On the date that a Draw Down Notice is delivered to Tarpon, we are required to deliver an estimated amount of shares to Tarpon s brokerage account equal to 125% of the Draw Down Amount indicated in the Draw Down Notice divided by the closing price of our common stock for the trading day immediately prior to the date of the Draw Down Notice ( Estimated Shares ). The Valuation Period will begin the first trading day after the Estimated Shares have been delivered to Tarpon s brokerage account and have been cleared for trading, and terminates ten days thereafter. At the end of the Valuation Period, if the number of Estimated Shares delivered to Tarpon is greater than the shares issuable pursuant to a Draw Down, then Tarpon is required to return to us the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. If the number of Estimated Shares is less than the shares issuable under the Draw Down, then we are required to issue additional shares to Tarpon equal to the difference; provided that the number of shares to be purchased by Tarpon may not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by Tarpon, would exceed 9.99% of the outstanding number of shares of our common stock. We will specify in each Draw Down Notice a minimum threshold market price under which no shares may be sold (the Floor Price ). The Floor Price shall not be less than 80% of the average of the closing trade prices for the ten (10) trading days ending immediately prior to delivery of the Draw Down Notice. In the event that during a Valuation Period, the closing bid price on any trading day is below the Floor Price (the Low Bid Price ), Tarpon is under no obligation to purchase and we are under no obligation to sell 1/10th of the Draw Down Amount for each such trading day, and the Draw Down Amount will be adjusted accordingly. In the event that during a Valuation Period there exists a Low Bid Price for any three trading days then our obligation to sell and Tarpon s obligation to purchase the Draw Down Amount under a Draw Down Notice will terminate on such third trading day (the Termination Date ) and the Draw Down Amount shall be adjusted to include only 1/10th of the initial Draw Down Amount for each day during the Valuation Period prior to the Termination Date that the bid price equals or exceed the Low Bid Price. Tarpon may sell any shares offered under this prospectus at prevailing market prices or privately negotiated prices. Tarpon is an underwriter within the meaning of the Securities Act of 1933, as amended (the Securities Act ), in connection with the resale of our common stock under the Equity Purchase Agreement. For more information, please see the section of this prospectus titled Plan of Distribution beginning on page 18. Our common stock is quoted on the OTCQB under the symbol SGBI. The closing price of our stock on May 13, 2015, was $0.10 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. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus. Tarpon is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. We will pay all the expenses incidental to the registration of the shares; however, we will not pay for sales commissions or other expenses applicable to the sale of our common stock registered hereunder. We are an emerging growth company under the federal securities laws and will be subject to reduced public company reporting requirements.

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+This summary of certain information contained in this Prospectus may not include all the information that is important to you. This summary provides an overview of selected information and does not contain all the information you should consider before investing in our securities. Therefore, you should carefully read this Prospectus, including the documents incorporated by reference, which are described under Where You Can Find More Information and Incorporation of Certain Information by Reference in this Prospectus. You should also carefully consider the matters discussed in the sections in this Prospectus entitled Risk Factors and in other periodic reports incorporated herein by reference. See Where You Can Find More Information. Our Business We develop, manufacture and market an advanced molecular diagnostics platform; the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. Our proprietary nanoparticle technology provides the ability to detect multiple targets simultaneously on a single sample. We are dedicated to enhancing medicine by providing targeted molecular diagnostic tests that can lead to earlier disease detection, optimal patient treatment and improved healthcare economics. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing. We believe the Verigene System is differentiated by its ease of use, superior analytical performance and ability to detect many targets on a single test, referred to as multiplexing . It provides lower cost for laboratories not already performing molecular diagnostic testing and enables full range of hospital laboratories and hospitals without advanced diagnostic capabilities to perform molecular genetic and for infectious disease testing. Our ability to detect proteins, which can be as much as 100 times more sensitive than current technologies for certain targets, may enable earlier detection of and intervention in diseases associated with known biomarkers as well as the introduction of tests for new biomarkers that exist in concentrations too low to be detected by current technologies. The Verigene System is comprised of a microfluidics processor and a touchscreen reader. Certain assays, such as the Warfarin metabolism and hypercoagulation tests, were cleared by the U.S. Food and Drug Administration ( FDA ) for use with the original Verigene System processor. Subsequently, we developed and launched a second generation Verigene System processor (the Processor SP ) that incorporates sample preparation, target amplification and detection in a sample to result format. In addition, we are currently in development of a next generation Verigene system that will deliver improved user interface. This system is designed to provide reduced time to result, improved user interface, including a single room temperature cartridge all in a fully automated sample to result system with an optimized footprint. We plan to begin clinical trials by the end of 2015. At this time, we believe our current Verigene System instrument inventory levels are sufficient to meet demand. With our next generation Verigene System in development, we will closely monitor inventory levels and forecasted sales to manage our investment to meet demand while managing the risk of obsolete inventory. A significant portion of our inventory is instruments held at outside customers for evaluation prior to purchase. These instruments may not convert to sales and may be returned to the Company. If returned, these instruments are refurbished and remain available for sale inventory. The cost basis of our inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demands and market conditions. If actual future demands or market conditions are less favorable than those projected by management, inventory writedowns may be required. Table of Contents Recent Developments Loan Agreement On May 14, 2015 (the Closing Date ), Nanosphere, Inc. (the Company ) entered into a Loan and Security Agreement (the Loan Agreement ) with NSPH Funding LLC, an affiliate of Life Sciences Alternative Funding LLC, and SWK Funding LLC, as lenders (together, the Lenders ) providing for the Lenders to advance term loans in an aggregate amount of up to $30 million (the Loan ) to the Company. NSPH Funding LLC is also the agent under the Loan Agreement (in such capacity, the Collateral Agent ). On the Closing Date, the Company drew down $20 million of the Loan. The Loan Agreement included a condition precedent and a post-closing covenant that obligated the Company to raise (i) an aggregate of at least $4 million in net proceeds from equity financings prior to entering into the Loan Agreement and (ii) an aggregate of at least $6 million in net proceeds from either equity financings or licensing or strategic partnership transactions within eight months following the Closing Date (collectively, the Capital Requirements ), pursuant to which the Company raised an aggregate of $8 million in net proceeds from its preferred stock offerings in May 2015 and June 2015. On July 29, 2015, the Company and the Lenders entered into the First Amendment to the Loan and Security Agreement (the First Amendment ). The First Amendment reduced the Capital Requirements under the Loan Agreement by $2 million and included the Lenders acknowledgement that the Capital Requirements have been fully satisfied. In consideration of the reduction of the Capital Requirements, the First Amendment also provides that the minimum account balance in the Company s accounts that are subject to a control agreement in favor of the Collateral Agent, which was previously $3 million and subject to increase to $4 million after the earlier of the funding of the second tranche of the Loan or March 31, 2016, is increased to $4 million concurrent with the entry into the First Amendment by the Company and the Lenders and shall increase to $5.0 million after the earlier of the funding of the second tranche of the Loan or December 31, 2016. In addition, the Loan Agreement provides that the Company maintain minimum quarterly ratios of (i) the aggregate of the Company s cash operating expenses, cash interest expenses and capital expenditures, to (ii) the Company s gross profits (each, an Original Ratio and collectively the Original Ratios ). The Company did not meet the required Original Ratio of 3.5 for the quarter ended September 30, 2015, and it may not have achieved the required Original Ratio of 2.6 for the quarter ending December 31, 2015 (though the foregoing would not constitute an event of default under the Loan Agreement). On December 7, 2015, the Company and the Lenders entered into the Second Amendment to the Loan and Security Agreement (the Second Amendment ). The Second Amendment will replace the Original Ratios in their entirety with a requirement that the Company maintain, as of the last day of each fiscal quarter of the Company beginning in the first fiscal quarter of 2016, a minimum adjusted cash flow (the Cash Flow Requirement ) which requirement increases each quarter. For example, in the first fiscal quarter of 2016, the Company must maintain negative adjusted cash flow of not less than $6,500,000. The Cash Flow Requirement requires that the Company achieve a positive adjusted cash flow of $200,000 by the last day of the quarter that begins on October 1, 2017. If the Company fails to satisfy the required Cash Flow Requirement for any two out of three successive quarters, the date on which the first amortization payment is due under the Loan Agreement would accelerate to the next following payment date, and the minimum quarterly amortization rate would increase to approximately $3.3 million, resulting in a final, accelerated maturity for the term loan by the end of the sixth fiscal quarter thereafter. Upon effectiveness of the Second Amendment, the Company would no longer be subject to the Original Ratios and there would be no consequence to the Company for having failed to satisfy any Original Ratio. The Second Amendment also will modify the provisions of the Loan Agreement allowing for the advance of additional term loans, with no change in the aggregate amount available of $30 million, subject, in each case to the Company s continued compliance with the terms and conditions of the Loan Agreement and no material adverse changes in the Company having occurred. Pursuant to the Second Amendment, the Company will now receive an additional advance of a term loan in an amount up to $5,000,000 if the Company achieves, before May 14, 2016: (i) trailing six month revenue of at least $12,000,000 in any previous, consecutive six month period; (ii) at least 100 cumulative new unit placements during any consecutive 12 month period after January 1, 2015 (the date on which the Company achieves, before May 14, 2016, both such revenue and such placements, the Milestone Date ); and (iii) the applicable Cash Flow Requirement for each fiscal quarter during the applicable draw period. The Company also will receive another advance in an amount up to $5,000,000 if: (i) the Company submits a 510(k) premarket notification submission to the FDA concerning its diagnostic tests of its next generation product platform (currently in development) before September 30, 2016; (ii) the Company also achieves the applicable Cash Flow Requirement for each fiscal quarter during the applicable draw period; and (iii) if the Company has satisfied both of the foregoing tests, it has submitted its draw request on or before November 15, 2016. Table of Contents In consideration of the replacement of the Original Ratios and modifications to the terms governing the subsequent advance of loans under the Loan Agreement, the Second Amendment also will provide that: (i) the minimum account balance in the Company s accounts that are subject to a control agreement in favor of the Collateral Agent, which was $4 million prior to the effectiveness of the Second Amendment, is increased to $5 million upon the earlier to occur of the Milestone Date or May 14, 2016, and (ii) the Company shall issue warrants to the Lenders exercisable for an aggregate of 500,000 shares of the Company (the Warrants ). The Warrants will have an exercise price of $0.01 per share and shall be exercisable for a period of ten years from the date that the Second Amendment becomes effective. It is a condition to the effectiveness of the Second Amendment that we raise, after the date of the First Amendment, an aggregate amount of $10 million in gross proceeds from any combination of bona fide equity financings, licensing or other strategic partnership transactions. The Company shall have no obligation to issue the Warrants to the Lenders until this condition is satisfied and the Second Amendment becomes effective. In connection with the Second Amendment, the Company also affirmed all of its continuing obligations and liabilities to the Lenders under the Loan Agreement, as amended by the Second Amendment, and affirmed the lien granted to the Lenders in the assets of the Company to secure such obligations and liabilities. In connection with the issuance of the Warrants, the Company entered into a Registration Rights Agreement with the Lenders (the RRA ) pursuant to which the Company will be required to file one or more registration statements with the SEC to register the resale by the Lenders and their permitted transferees of shares of Common Stock issuable to them upon exercise of the Warrants and use its reasonable best efforts to maintain the effectiveness of such registration statement(s). The Warrants will be issued in reliance upon the exemption from the registration requirements set forth in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Respiratory Pathogens/Expanded Panel (RP Flex) On September 8, 2015, we announced that we had received 510(k) clearance from the United States Food and Drug Administration (the FDA ) for our Respiratory Pathogens/Expanded Panel (RP Flex), which allows the 16 viral and bacterial targets identified by RP Flex to be reported as a full multiplex panel or in various user-defined subsets. Labs pay for only the targets ordered for each patient sample. Additional target results not originally reported can be revealed instantly without running an additional test if the clinician requests additional testing for a given patient. Series B Preferred Stock On June 11, 2015, we completed the issuance and sale to institutional accredited investors, in a registered direct offering, of 4,400 shares of our Series B Convertible Preferred Stock (the Series B Preferred Stock ), which were convertible into a total of 1,203,800 shares of our Common Stock, at a conversion price of $3.655, and warrants to purchase shares of Common Stock exercisable for up to 1,203,800 additional shares of Common Stock, in the aggregate for $4.4 million. As of the date of this Prospectus, all 4,400 shares of Series B Preferred Stock have been converted into 1,203,800 shares of Common Stock which are issued and outstanding as of the date of this Prospectus. 2015 Annual Meeting of Stockholders On September 30, 2015, we held our 2015 annual meeting of stockholders (the Annual Meeting ) at which, among other matters, stockholders re-elected all six of our continuing directors and authorized an amendment to our 2014 Long-Term Incentive Plan (the 2014 Plan ) to increase the shares of our common stock authorized for issuance thereunder from 250,000 to 1,250,000. Table of Contents Immediately following the conclusion of the Annual Meeting, our Board of Directors, based on the recommendations of the Compensation Committee of the Board of Directors, granted common stock option awards (the Executive Stock Options ) to Michael McGarrity, our President and Chief Executive Officer, Kenneth Bahk, our Chief Strategy Officer, and Farzana Moinuddin, our Acting Principal Financial Officer, Interim Chief Accounting Officer, and Secretary, in the amounts of 200,000, 50,000 and 10,000 shares, respectively. The Executive Stock Options have an exercise price of $1.68 per share, the closing price of our common stock as reported on the NASDAQ Capital Market on the grant date. The Executive Stock Options have a ten year term and shall vest and become exercisable in twelve, equal, quarterly installments over a three year period on January 1, April 1, July 1 and October 1 each year commencing January 1, 2016, subject to continued employment, forfeiture and cancellation upon a termination for cause, and acceleration upon a change in control of us. Our Board of Directors also granted common stock option awards (the Director Stock Options ) to our independent directors Gene Cartwright, Erik Holmlin, Lorin J. Randall and Michael Ward in the amount of 10,000 shares each. The Director Stock Options have the same terms as the Executive Stock Options except that the Director Stock Options shall only vest in full in a single tranche on September 30, 2016. Also immediately following the conclusion of the Annual Meeting, and in connection with the retirement of Andre de Bruin from our Board of Directors at the conclusion of his term as a director at the Annual Meeting, the Board of Directors reduced the size of the Board of Directors from seven to six members. The Board of Directors also appointed director Erik Holmlin to the Audit Committee of the Board of Directors to fill the vacancy created by Mr. de Bruin s retirement. Our Applications The following table summarizes the FDA and CE In-Vitro Diagnostic Mark ( CE IVD Mark ) regulatory status of our near-term genomic and protein assays on the Verigene System: Assay FDA Status(1) CE IVD Mark Status(2) Infectious Disease Assays: Respiratory Virus with Sub-Typing (RV+) 510(k) cleared CE IVD Marked Respiratory Pathogens/Expanded Panel (RP Flex) 510(k) cleared CE IVD Marked Bloodstream Infection (BSI) Panels Blood Culture Gram Positive (BC-GP) 510(k) cleared CE IVD Marked Blood Culture Gram Negative (BC-GN) 510(k) cleared CE IVD Marked C. difficile (CDF) 510(k) cleared CE IVD Marked Enteric Panel (EP) 510(k) cleared CE IVD Marked Enteric Panel on Next Gen Verigine platform (EP Flex) In development In development Human Pharmacogenetic Assays: Warfarin Metabolism (CYP2C9) 510(k) cleared(3) CE IVD Marked Hypercoagulation (FV, FII, MTHFR Panel) 510(k) cleared(3) CE IVD Marked CYP2C19 Genetic Variance 510(k) cleared CE IVD Marked (1) For further description of our FDA regulatory requirements, please refer to the section Regulation by the United States Food and Drug Administration in our Annual Report on Form 10-K for the year ended December 31, 2014. (2) For further description of our CE IVD Mark regulatory requirements, please refer to the section Foreign Government Regulation in our Annual Report on Form 10-K for the year ended December 31, 2014. (3) Currently cleared only for use with the original Processor. Table of Contents The following table lists our international regulatory submissions and status thereof: International Submissions & Approvals Country Assay Saudi Arabia Mexico Japan South Korea Infectious Disease Assays: Respiratory Virus with Sub-Typing (RV+) Approved Approved Blood Culture Gram Positive (BC-GP) Approved Approved Submitted Submitted Blood Culture Gram Negative (BC-GN) Approved Submitted C. difficile (CDF) Approved Human Pharmacogenetic Assays: Hypercoagulation (FV, FII, MTHFR Panel) Approved CYP2C19 Genetic Variance Submitted Corporate Information We were incorporated in Delaware in 1999 under the name Nanosphere, Inc. Our principal executive offices are located at 4088 Commercial Avenue, Northbrook, Illinois 60062, and our main telephone number is (847) 400-9000. Our website is located on the world wide web at http://www.nanosphere.us. We do not incorporate by reference into this Prospectus the information on, or accessible through, our website, and you should not consider it as part of this Prospectus. Table of Contents

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+S-1/A 1 globalfuture_s1a2-061615.htm FORM S-1 AMENDMENT NO. 2 Filed with the Securities and Exchange Commission on June 19, 2015 File No. 333-204005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GLOBAL FUTURE CITY HOLDING INC. Nevada (State or jurisdiction of Incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 98-0360989 (I.R.S. Employer Identification No.) 301 Brea Canyon Road Walnut, CA 91789 (949) 582-5933 (Address, including zip code, and telephone number, including area code, of registrant s principle executive offices) ____________________ Michael R. Dunn Executive Vice President of Finance 26381 Crown Valley Parkway, Suite 230, (949) 582-5933 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Lawrence Horwitz, Esq. Horwitz + Armstrong, LLP 26475 Rancho Parkway South Lake Forest, CA 92630 (949) 540-6540 ____________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o 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. o 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. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if smaller reporting company) Smaller reporting company x Calculation of Registration Fee Title of each Class of Securities To be Registered Amount to be registered(1) Proposed maximum Offering price per share (1) Proposed maximum aggregate Offering price(1) Amount of registration fee Common Stock, $0.001 par value per share, to be offered by the issuer 10,000,000 $3.50 $35,000,000 $4,067.00 Total 10,000,000 $3.50 $35,000,000 $4,067.00(2) (1) THE PROPOSED MAXIMUM OFFERING PRICE HAS BEEN ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE AMOUNT OF THE REGISTRATION FEE IN ACCORDANCE WITH RULE 457(a). THIS PROPOSED MAXIMUM OFFERING PRICE SHOULD NOT BE CONSIDERED AN INDICATION OF THE ACTUAL VALUE OF THE SHARES. THE FINAL OFFERING PRICE IS SUBJECT TO CHANGE AS A RESULT OF MARKET CONDITIONS AND OTHER FACTORS AND THE COMPANY WILL FILE FURTHER AMENDMENTS IN THE FUTURE TO ADJUST THE OFFERING PRICE AS NECESSARY. (2) Computed in accordance with Section 6(b) of the Securities Act as in effect on May 29, 2015. Pursuant to Rule 457(a), a registration fee of $4,067.00 previously paid by the Company. The file number of the earlier registration statement for which the filing fee was paid is File No. 333-204005, the name of the registrant was Global Future City Holding Inc., and the initial filing date of the earlier registration statement, on Form S-1, was May 8, 2015. 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. SUMMARY The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including "Risk Factors" the financial statements and the notes to the financial statements. Unless otherwise indicated or the context otherwise requires, references in the prospectus to "GLOBAL FUTURE CITY HOLDING," "we," "us," and "our" or similar terms are to be GLOBAL FUTURE CITY HOLDING, INC. The Company GLOBAL FUTURE CITY HOLDING, INC., formerly FITT Highway Products, Inc. (the "Company"), is a Nevada corporation. Our Company was incorporated in the State of Nevada on October 12, 2000 under the name Cogen Systems, Inc. We changed our name to Snocone Systems, Inc. on December 6, 2001. On April 1, 2005, Snocone Systems, Inc. and its wholly-owned subsidiary, WYD Acquisition Corp., a California corporation (the "Merger Sub"), merged with Who s Your Daddy, Inc. ("WYD"), an unrelated, privately held California corporation, whereby the Merger Sub merged with and into WYD. After the merger, WYD continued its corporate existence as a direct, wholly-owned subsidiary of Snocone Systems, Inc. under the laws of the State of California. On April 13, 2005, the Company changed its name to Who s Your Daddy, Inc. and, effective June 1, 2010, the Company changed its name to FITT Highway Products, Inc. Effective October 29, 2013, the Company merged with F.I.T.T. Energy Products, Inc. ("FITT") whereby FITT merged into the Company, with the Company being the surviving entity. Effective October 29, 2014 the name of our Company was changed to Global Future City Holding Inc. and our trading symbol changed from "FHWY" to "FTCY." On April 17, 2015, the Company and Sky Rover Holdings, Ltd., a corporation formed under the laws of the Republic of Seychelles ("Sky Rover") completed the closing of a Stock Purchase Agreement (the "SPA") whereby certain unaffiliated parties that contributed cash, E-Gold coins, or other consideration to complete the SPA (collectively, the "Acquiring Shareholders") acquired approximately 87.3% of the outstanding shares of stock of the Company in exchange for $400,000 in cash and the contribution of 4,000,000 E-Gold crypto-assets ("EGD") trading at $32.10 per coin as of May 29, 2015. Additionally, Sky Rover provided the initial down payment for purchasing 100% of the membership interest of Powerdyne Regional Center LLC, a designated EB-5 regional center approved by the USCIS, for $250,000, of which $150,000 has been funded to date. In connection with the closing of the SPA, newly-appointed CEO Mr. Lei Pei purchased 6,000,000 newly-issued shares of common stock of the Company for $3,000,000 in cash in a separate transaction that closed on March 30, 2015, which will provide working capital for the Company s anticipated expansion programs. Company Information GLOBAL FUTURE CITY HOLDING, INC. executive offices are located at 301 Brea Canyon Road, Walnut, CA 91789. The Company has an additional satellite office located at 26381 Crown Valley Parkway, Suite 230, Mission Viejo, CA 92691. Our telephone number is: (949) 582-5933. Summary Global Future City Holding, Inc. is currently a holding company focused on implementing an EB-5 immigrant investor program for foreign investors who are interested in acquiring lawful permanent residence in the United States, and the marketing and deployment of an EGD loyalty-based retail program. As a result of recent transactions with Sky Rover and the acquisition of a designated EB-5 regional center approved by the USCIS ("EB-5 Subsidiary"), the Company intends to expand its operations into several new areas. The Company plans to focus its initial efforts on acquiring real estate projects that will fit the purchase of the recently acquired EB-5 Subsidiary and the development of its loyalty program using its recently acquired E-Gold crypto-assets ("EGD"). The Company intends to ultimately have six (6) wholly-owned operating subsidiaries once audits are completed. Of the six (6) intended subsidiaries, two (2) have been incorporated as of the date of this filing, two (2) are not yet subsidiaries of the Company but may be pending the satisfactory audit of the entities, and two (2) have not yet been incorporated. In addition to its EB-5 Subsidiary s immigrant investor program mentioned above, the Company intends develop an EGD loyalty-based retail program. The Company s core retail operations will flow through its not yet formed "Merchant Subsidiary" which plans to own (or partially own) and operate grocery stores, restaurants, and other similar ventures throughout Southern California that plans to give away "Rewarded EGD" to eligible customers for no additional consideration after customers purchase goods or services from these merchants in order to incentivize customers to continue an ongoing retail relationship with the merchants. The Merchant Subsidiary intends to also operate an online merchant store that sells goods or services to consumers. GLOBAL FUTURE CITY HOLDING INC. Prospectus: June 19, 2015 10,000,000 Shares of Common Stock $[ ] per share This prospectus relates to the public offering of up to 10,000,000 shares of common stock of Global Future City Holding Inc. ("we," "our" and

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+Prospectus Summary 1 Risk Factors 3 Forward Looking Statements 17 Use of Proceeds 17 Determination of Offering Price 17 Selling Shareholders 17 Plan of Distribution 17 Description of Business 20 Dilution 25 Dividend Policy 25 Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Directors, Executive Officers, Promoters and Control Persons 31 Security Ownership of Certain Beneficial Owners and Management 38 Certain Relationships and Related Transactions 39 Description of Capital Stock 40 Shares Eligible for Future Sale 41 Disclosure of Commission Position on Indemnification for Securities Act liabilities 42 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43 Market for Common Stock and Related Shareholder Matters 43 Experts 51 Legal Proceedings 51 Legal Matters 52 Where You Can Find More Information 53 Financial Statements F-1 Table of Contents PROSPECTUS SUMMARY To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 3 and the financial statements. General The registrant was originally incorporated in the State of Florida on August 11, 1997 under the name of Zaldiva Cigarz & Newz. In October 2001, the registrant amended its articles of incorporation to change its name to Zaldiva, Inc. On December 2, 2011, the registrant changed its domicile to Nevada. On April 11, 2012, the registrant filed a certificate of amendment with the State of Nevada to change its name to FONU2 Inc. Operations The registrant is a film studio, production and social commerce company actively developing a film studio complex in Effingham County, Georgia. Pre-construction and engineering have begun on the site with the initial warehouses and sound stages to follow. In addition to building the film studio, the registrant has purchased equipment suitable for film, television and commercial production. Both the facility space and the equipment will be used by the registrant for its own productions and be made available for rental to third parties. In addition, the registrant acquired certain intellectual property rights, including the name "Moon River Studios." The registrant has acquired the worldwide distribution rights to Nick Cassavetes film, Yellow. The registrant s social media division has previously invested in the development of a precision sales and marketing platform that integrates into the social media networks. The social commerce platform is currently on hold. Given the registrant s current emphasis on development of the studios, rental equipment activities and other activities relating to the movie industry, the social commerce activities of the registrant are not considered a priority at this time. Calculation of Registration Fee TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SHARE PROPOSED MAXIMUM AGGREGATE OFFER PRICE AMOUNT OF REGISTRATION FEE Common Stock (1) 10,000,000 $0.02 $200,000 $20.14 Total 10,000,000 $0.02 $200,000 $20.14 (1)Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee. 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The registrant would need $250,000 to prepare the platform for a launch, plus $50,000 per month for ongoing operations. An approximately $2,000,000 is required for advertising and marketing. The registrant would require three to four months from date of funding to launch the platform. Alternatively the registrant can seek to acquire and/or merge with an existing social commerce company. This would reduce risk, shorten timeframes and reduce advertising and marketing expenses. The registrant believes that it would require at least $600,000 in addition to equity for the acquisition. Having acquired Studioplex City, LLC, the worldwide distribution rights to Yellow, and the lease to the property predominantly in Effingham County, Georgia, the registrant has established a film division to build and operate a full service movie studio and produce motion pictures. Over the next twelve months, the registrant anticipates needing to raise at least $500,000 to continue in business, exclusive of capital investments and movie development, production, acquisition and exploitation costs. We have an accumulated deficit of $(40,401,033) and $(39,045,527) as of September 30, 2014 and 2013, respectively. In their opinion on our financial statements as of September 30, 2014 and 2013, and the related consolidated statements of operations, stockholders' equity, and cash flows for the period from inception through September 30, 2014, our auditors have indicated that there is substantial doubt about our ability to continue as a going concern. Securities Outstanding prior to the Offering 734,418,709 common 6,250 Series B preferred Sales by Selling Shareholders We are registering common shares on behalf of the selling shareholders in this prospectus, who are deemed to be statutory underwriters. The selling shareholders must sell at a fixed price of $.02 for the duration of the offering. We will not receive any cash or other proceeds in connection with the subsequent sales. We are not selling any common shares on behalf of selling shareholders and have no control or affect on the selling shareholders. Use of Proceeds We will not receive any of the proceeds from sale of the common shares covered by this prospectus. Termination of the Offering The offering will commence on the effective date of this prospectus and will terminate on or before November 30, 2016. OTCQB Trading Symbol Our common shares are traded on the OTCQB under the symbol "FONU".

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+PROSPECTUS SUMMARY This summary highlights selected information appearing elsewhere in this prospectus and 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 section entitled Risk factors and our financial statements and related notes included elsewhere in this prospectus. Overview We are an enterprise engaged in the exploration and exploitation of conventional and unconventional oil and gas assets with a focus on drilling, completion, recompletions and applying modern technologies. Our core holdings and principal operations are in the mid-continent region of the United States in Oklahoma, Kansas and Missouri. We are driven to utilize our expertise both in the mid-continent region and in similar formations to exploit hydrocarbon prone resources with tight and/or challenging characteristics in order to create value for the Company and our shareholders. Our principal administrative office is located in Houston, Texas and its principal operations are in Oklahoma, Kansas and Western Missouri. The Company also has an office in New York, New York. Our operations are currently focused on exploring and producing in the Mississippian Lime play. Our heavy oil reservoirs in this area are currently in technical review. We have an extensive amount of technical and reservoir information on our Missouri, Oklahoma and Kentucky positions. The data is being utilized in the understanding and test phases to develop an economic heavy oil production reserve base. In addition to our current research and development efforts, we are in discussions with industry partners to capitalize on and develop acreage in the Mississippian Lime, including possible joint venture partners and acquisition targets. Recent Developments Acquisition of Interest in Bandolier Energy, LLC. On May 30, 2014, we entered into a Subscription Agreement, pursuant to which we received a 50% interest in Bandolier Energy, LLC ( Bandolier ) in exchange for a capital contribution of $5,000,000 (the Bandolier Acquisition ). After the Bandolier Acquisition, Bandolier acquired all of the issued and outstanding equity of Spyglass Energy Group, LLC ( Spyglass ), the owner of oil and gas leases, leaseholds, lands, and options and concessions thereto located in Osage County, Oklahoma, effective January 1, 2014, for a purchase price of approximately $8.7 million. Spyglass comprises the largest contiguous oil and gas acreage position in Northeastern Oklahoma, approximately 106,000 acres, with substantial original oil in place, stacked reservoirs, as well as exploratory and development opportunities that can be accessed through both horizontal and vertical drilling. Significant infrastructure is already in place including 32 square miles of 3D seismic, 3 phase power, a dedicated sub-station as well as multiple oil producing horizontal wells. As a result of the Bandolier Acquisition and Bandolier s subsequent acquisition of Spyglass, we now have both proven developed and proven undeveloped oil and gas assets. Where You Can Find Us Our corporate headquarters are located at 1980 Post Oak Blvd., Suite 2020, Houston, Texas, 77056. Our telephone number is (469) 828-3900. Our website address is www.petroriveroil.com. The information on our website is not part of this prospectus. We have included our website address as a factual reference and do not intend it to be an active link to our website. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PETRO RIVER OIL CORP. (Exact name of registrant as specified in its charter) Delaware 1311 98-0611188 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1980 Post Oak Blvd., Suite 2020 Houston, TX 77056 (469) 828-3900 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Scot Cohen Executive Chairman Petro River Oil Corp. 1980 Post Oak Blvd., Suite 2020 Houston, TX 77056 (469) 828-3900 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications to: Daniel W. Rumsey, Esq. Jessica R. Sudweeks, Esq. Disclosure Law Group, LLP 600 West Broadway, Suite 700 San Diego, CA 92101 Tel: (619) 795-1134 Fax: (619) 330-2101 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, check the following box. [X] 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. [ ] Table of Contents Summary of the Offering Common stock offered by Petro River Oil Corp. [__________] shares of common stock, par value $0.00001 per share Offering price: [$____ ] per share Number of shares issued and outstanding prior to the Offering: [__________] shares of common stock Number of shares issued and outstanding after the Offering: [________] shares of common stock OTC Markets (OTCQB) Symbol: PRTC Use of Proceeds: We will receive approximately [$________ ] in gross proceeds and estimated net proceeds of approximately [$_________ ] if we sell all shares registered in connection with the Offering. See Use of Proceeds for a more detailed explanation of how the proceeds from the Offering will be used.

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+SUMMARY This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. You should read this entire prospectus carefully, including the section entitled "Risk Factors," our financial statements and the notes thereto incorporated by reference to our annual report and quarterly reports, and the other documents we refer to and incorporate by reference in this prospectus for a more complete understanding of us and this offering before making an investment decision. In particular, we incorporate important business and financial information in this prospectus by reference. Village Bank and Trust Financial Corp. Village Bank and Trust Financial Corp. was incorporated in January 2003 under the laws of the Commonwealth of Virginia as a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company has three active wholly owned subsidiaries: Village Bank, Southern Community Financial Capital Trust I, and Village Financial Statutory Trust II. The Bank has one active wholly owned subsidiary: Village Bank Mortgage Corporation (the "mortgage company"), a full service mortgage banking company. The Bank operates 11 retail branch offices offering a wide range of banking and related financial services, including checking, savings, certificates of deposit and other depository services, and commercial, real estate and consumer loans, primarily in the Richmond, Virginia metropolitan area. The Bank also operates four mortgage banking offices, two in the Richmond, Virginia metropolitan area and one in each of Manassas, Virginia and Newport News, Virginia. The Bank was organized in 1999 as a Virginia chartered bank to engage in a general banking business to serve the communities in and around Richmond, Virginia. The Bank offers a comprehensive range of financial services and products and specializes in providing customized financial services to small and medium sized businesses, professionals, and associated individuals. The Bank provides its customers with personal customized service utilizing the latest technology and delivery channels. The Bank s revenues are derived from interest and fees received in connection with loans, deposits, and investments. Administrative and operating expenses are the major expenses, followed by interest paid on deposits and borrowings. Revenues from the mortgage company consist primarily of gains from the sale of loans and loan origination fees, and its major expenses consist of personnel, advertising, and other operating expenses. As of September 30, 2014, we had total consolidated assets of $433.0 million, total loans of $275.1 million, total deposits of $380.7 million and total shareholders equity of $18.7 million. For the year ended December 31, 2013, we had a net loss of $(4.0) million and a net loss available to common shareholders of $(4.9) million. For the nine months ended September 30, 2014, we had a net loss totaling $(701,000) and a net loss available to common shareholders of $(1.8) million. For the three months ended September 30, 2014, we had net income of $134,000 and net loss available to common shareholders of $(411,000). The net loss available to common shareholders reflects the impact of the accrued dividends on our preferred stock. As a bank holding company, we are subject to the supervision of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). We are required to file with the Federal Reserve reports and other information regarding our business operations and the business operations of our subsidiaries. As a state-chartered non-member institution, the Bank is subject to supervision, periodic examination and regulation by the FDIC, its primary federal regulator, and by the Virginia BFI. Deposits with the Bank are insured to the maximum amount provided by the FDIC, and the Bank is also subject to regulation and examination by the FDIC. In February 2012, the Bank entered into a Consent Order with the FDIC and the Virginia BFI. Among other things, the Consent Order required the Bank to maintain Tier 1 and total risk-based capital in excess of 8% and 11%, respectively, to develop and submit plans to reduce and improve its problem loan portfolio, reduce its commercial real estate concentration, maintain an appropriate allowance for loan losses, review its management performance, and correct certain violations of law. In June 2012, the Company entered into a Written Agreement (the "Written Agreement") with the Reserve Bank. Under the terms of the Written Agreement, the Company developed and submitted to the Reserve Bank for approval written plans to maintain sufficient capital and correct violations of Section 23A of the Federal Reserve Act and Regulation W. See "Use of Proceeds" on page [ ] for more information regarding the Bank s current regulatory capital ratios and the potential impact of the net proceeds from the offering. We are currently in partial compliance with the Written Agreement and Consent Order, and gaining full compliance will require securing additional capital through the offering described in this prospectus or otherwise, continuing to improve asset quality and curing the Company s violation of Regulation W. The Company is seeking to cure the Regulation W violation by selling its headquarters building and relocating headquarters staff to another property already owned by the Company. The Company has not been successful in efforts to sell its headquarters building and continues to update the Reserve Bank on such efforts. Our common stock is listed on the NASDAQ Capital Market under the ticker symbol "VBFC." See "Risk Factors" and "Market Price of Common Stock and Dividend Policy Market Price of Common Stock" regarding our noncompliance with NASDAQ Listing Rule 5550(a)(4) and the potential for delisting of our common stock. Corporate Information Our principal executive offices are located at 13319 Midlothian Turnpike, Midlothian, Virginia 23113 and our telephone number is (804) 897-3900. Our principal website is http://www.villagebank.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. The Offering The following summary describes the principal terms of the offering, but is not intended to be complete. See the information in the section entitled "The Offering" beginning on page [ ] of this prospectus for a more detailed description of the terms and conditions of the offering. Shares available in offering 1,051,866 Rights distributed We are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you own as of 5:00 p.m., Eastern Time, on the record date, either as a holder of record or, in the case of shares held of record by brokers, dealers, custodian banks, or other nominees on your behalf, as a beneficial owner of such shares. Basic subscription privilege The basic subscription privilege of each subscription right will entitle you to purchase three shares of our common stock at the subscription price. Determination of subscription price The subscription price will be determined pursuant to the formula set forth in the Standby Purchase Agreement. The formula was determined by the board of directors through negotiations with the standby investor and consideration of a variety of factors. We expect the subscription price to be between $11.00 and $13.00 per share. To be effective, any payment related to the exercise of a subscription right must clear prior to the expiration of the offering. Oversubscription privilege If you fully exercise your basic subscription privilege, you may also subscribe for additional shares in the event that not all available shares are purchased pursuant to the shareholders basic subscription privilege or by the standby investor. However, the oversubscription privilege will only be offered for an aggregate number of shares that, when combined with the number of shares purchased pursuant to the shareholders basic subscription privilege and by the standby investor, does not exceed 1,051,866 shares. We reserve the right to accept or reject oversubscriptions for any reason. Limitations on amount purchased Other than the standby investor or any shareholder that owns, as of the date of this prospectus, more than 5% of our common stock, a person or entity, together with related persons or entities, may not exercise subscription rights (including the oversubscription privilege) to purchase shares of our common stock that, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 5% or more of our issued and outstanding shares of common stock following the offering, or that would otherwise require regulatory approval. In addition, any person or entity, together with related persons or entities, that exercises subscription rights (including the oversubscription privilege) to purchase shares of our common stock that, when aggregated with their existing ownership, results in such person or entity, together with any related persons or entities, owning 3% or more of our issued and outstanding shares of common stock following the offering will be required to enter into an agreement prohibiting such person or entity from purchasing additional shares that would result in such person or entity owning more than 5% of our common stock. In addition, we do not intend to accept any oversubscriptions that we believe may have an unfavorable effect on our ability to preserve our deferred tax asset. Record date 5:00 p.m., Eastern Time, on January 20, 2015. Expiration date of offering 5:00 p.m., Eastern Time, on [ ], 2015, unless we extend the offering period for up to 30 days until [ ], 2015. Use of proceeds Although the actual amount of proceeds will depend on participation in the offering, if the offering is fully-subscribed and the subscription price is $12.00 per share (the middle of the anticipated subscription price range), we expect the gross proceeds from the offering to be $12,622,392. We intend to use the proceeds from the offering to raise equity capital to improve our capital position, provide additional capital for the Bank to help achieve and maintain the capital ratios required by the Bank s Consent Order, and for general corporate purposes. See "Use of Proceeds" on page [ ] for more information. No transfer The subscription rights are not transferable. No board recommendation Neither our board of directors nor our sales agents, Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc., are making any recommendation to you about whether you should exercise any subscription rights. You are urged to make an independent investment decision about whether to exercise your subscription rights based on your own assessment of our business and the offering. Please see the section of this prospectus entitled "Risk Factors" beginning on page [ ] for a discussion of some of the risks involved in investing in our common stock. No revocation Any exercise of subscription rights is irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of common stock at the subscription price. U.S. federal income tax consequences For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of subscription rights. You should consult your own tax advisor as to your particular tax consequences resulting from the offering. For a detailed discussion, see "U.S. Federal Income Tax Consequences" on page [ ]. Extension, cancellation, and amendment We have the option to extend the period for exercising your subscription rights, for up to 30 days until [ ], 2015. If we extend the offering period, we will give notice to the subscription agent prior to the expiration of the offering and will issue a press release announcing such extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the offering. Our board of directors may cancel the offering at any time for any reason. In the event that the offering is cancelled, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. We also reserve the right to amend or modify the terms of the offering. If we decide to extend, amend or modify the terms of the offering for any reason, subscriptions received prior to such extension, amendment or modification generally will remain irrevocable. However, if we amend this rights offering in a way which we believe is material, we will extend the offering and offer all subscription rights holders the right to revoke any subscription submitted prior to such amendment upon the terms and conditions we set forth in the amendment. The extension of the expiration date of this offering will not, in and of itself, be considered a material amendment for these purposes. Procedure for exercising rights To exercise your subscription rights, you must take the following steps: If you are a registered holder of our shares of common stock, you must deliver payment and a properly completed subscription rights certificate, and any other subscription materials, to the subscription agent before 5:00 p.m., Eastern Time, on [ ], 2015. You may deliver the documents and payments by mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank, or other nominee, you should instruct your broker, dealer, custodian bank, or other nominee to exercise your subscription rights on your behalf and deliver all documents and payments before 5:00 p.m., Eastern Time, on [ ], 2015. Subscription agent Computershare, Inc. Shares outstanding before the offering 350,622 shares of common stock as of November 30, 2014. Shares outstanding after completion of the offering Assuming that there are no other transactions by us involving shares of our common stock, no outstanding options for shares of our common stock are exercised prior to the expiration of the offering, and the full 1,051,866 shares are subscribed for in the offering or otherwise sold or exchanged for Series A preferred stock in connection with the offering, we expect 1,402,488 shares of common stock will be outstanding immediately after completion of the offering.

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+PROSPECTUS SUMMARY This summary highlights selected information contained in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the risk factors and the financial statements, before making an investment decision. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Risk Factors and elsewhere in this prospectus. Unless the context otherwise requires, when we use the words the Company, BeneChill, we, us, or our Company in this prospectus, we are referring to BeneChill, Inc. and its subsidiaries. Expect where otherwise indicated, all share and per share data in this prospectus give retroactive effect to a proposed one for nine reverse split of our common stock to be effected following the pricing of this offering and upon the effective date of the registration statement of which this prospectus is a part. Overview We are a medical device company that was established in 2003 to develop, manufacture, and sell novel rapid cooling products that are intended to change the often negative clinical outcomes of brain ischemia and traumatic brain injury. More specifically, we expect that our products will: (i) decrease the incidence of brain dysfunction, dementia or death that are common results following either an ischemic event (meaning a medical event in which insufficient blood is supplied to the brain, such as results from cardiac arrest and other medical events) or physical trauma to the brain that results in brain swelling; and (ii) decrease dysfunction or pain resulting from a migraine. Our first product, the RhinoChill IntraNasal Cooling System (also referred to as RhinoChill System, RhinoChill or the System ), is designed to deliver targeted, effective therapeutically beneficial cooling to the brain significantly earlier and more efficiently than conventional medical cooling methods, and to do so in a much more practical manner. Through a lightweight, portable design and unique intra-nasal delivery of a coolant, the RhinoChill System enables both rescue services in the field as well as emergency and surgical hospital personnel to easily and effectively initiate cooling of the brain at desired rates and controlled levels. Cooling of the brain can reduce the biological destruction that occurs from oxygen deprivation (called ischemia ) or from brain swelling by reducing brain oxygen demand and decreasing tissue swelling. There is a direct relationship between the benefits of brain cooling and the rate and level of temperature reduction that can be achieved relative to the ischemic or swelling causative event. The earlier the cooling to desired levels is achieved, the more beneficial the outcome is expected to be. For example, improvement of neurologically intact survival is a key objective following cardiac arrest, and some data shows that the earlier effective brain cooling is initiated, the better the outcome. There is also some clinical evidence, based on a study conducted by a third party (not our own clinical studies) and published in 2001, that appropriately delivered cooling may mitigate or eliminate the pain and dysfunction associated with migraines. Our initial focus has been on the use of the RhinoChill System for emergency cardiac arrest situations, as this is an area with large unmet medical need (survival from cardiac arrest is presently only about 20% on average). However, we believe that there is a large potential worldwide market for the RhinoChill System as a platform technology for other applications as well, including cardiac surgery, traumatic brain injury ( TBI ), treatment of migraines and malignant hyperthermia. In BeneChill sponsored and in BeneChill supported investigator-initiated clinical studies, our brain-targeted cooling technology has been shown in clinical studies to effectively induce therapeutically desired, mild brain hypothermia (with a small amount of minor adverse events) in multiple medical situations in which there are currently no or limited methods available to provide this type of brain protection. To date, these clinical studies have not revealed any serious risks associated with use of the RhinoChill System. However, these studies have not generated statistically significant long-term results and, accordingly, there may be long-term disadvantages or risks associated with use of the RhinoChill System of which we are not currently aware. Patients are currently being enrolled in a BeneChill supported investigator-initiated, definitive European multi-center, randomized clinical study, PRINCESS, to seek to demonstrate a significant, longer term benefit from early RhinoChill brain cooling through statistically significant evidence of an increase in brain intact survival, three months following cardiac arrest. Similarly, we intend to support an investigator-initiated randomized, placebo controlled, multi-center clinical study, COOLHEAD 2, during 2015 to seek to demonstrate a statistically significant improvement in pain and associated symptoms with use of RhinoChill nasal cavity cooling for the treatment of acute migraines. Utilizing data from the extensive testing and external use evaluations of the RhinoChill System and completion of the required quality systems for manufacturing, we obtained CE Mark approval in the European Union ( E.U. ) for the commercial RhinoChill System in April 2011. This CE Mark is broad, and applies to cooling whenever clinically indicated. We are currently in the process of seeking an additional CE Mark for the specific treatment of migraine headaches. Based on the original CE Mark, we began limited commercial sales for cardiac arrest through a third-party distributor, and based on the results of the over 320 patients enrolled in clinical studies, we began limited commercial sales of the System for cardiac arrest in select European countries through our own small direct sales organization in early 2013. We are currently seeking approval from the U.S. Food and Drug Administration, or FDA, to sell the RhinoChill System in the United States under a humanitarian use device, or HUD , exemption process for the adjunct use of the RhinoChill System to cool patients who suffer from a malignant hyperthermia event. We have received the HUD designation from the FDA for this indication, and are currently working with the FDA through the humanitarian device exemption ( HDE ) process. We sponsored a malignant hyperthermia specific pig study in the US during 2014, as requested by the FDA, to demonstrate safety and probable efficacy for the treatment of malignant hyperthermia. The FDA has not required a human clinical study for malignant hyperthermia, since it is a rare and unpredictable event, rendering a clinical study practically impossible to execute. We intend to file the results of the pig study and all other relevant data for the HDE with the FDA in early 2015. 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 is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JANUARY 23, 2015 BENECHILL, INC. Shares Common Stock This prospectus relates to the issuance by us of shares of our common stock, par value $0.001 per share. This is our initial public offering and no public market currently exists for our shares. We have applied to list our common stock on the NYSE MKT under the symbol BNCH. We expect that the initial public offering price will be between $ and $ per share. We are an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our common stock involves risks. You should consider the risks that we have described in Risk Factors beginning on page 9 of this prospectus before buying our common stock. Per Share Total Proceeds Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting beginning on page 89 for additional disclosure regarding compensation to the underwriter payable by us. Certain of our existing stockholders, or their affiliates, including HealthCap V, L.P., Solon Foundation, NGN BioMed Opportunity I, L.P. and MedVenture Associates V L.P. (or affiliated funds or entities), have indicated to us their interest in purchasing up to $2.0 million of shares in this offering at the offering price. We have granted the underwriter an option to purchase up to additional shares of common stock. The underwriter can exercise this right at any time within 45 days after the date 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. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where such offer is not permitted. Dawson James Securities, Inc. The date of this prospectus is , 2015. Table of Contents We have been awarded ten issued or allowed patents in the United States for our proprietary technology, and in 2014 we were awarded the European Technology Innovation Leadership Award in Therapeutic Hypothermia for Cardiology by Frost & Sullivan. The RhinoChill System The RhinoChill System uses a disposable, minimally invasive nasal catheter that sprays a mist of air or oxygen with a rapidly evaporating coolant liquid into the nasal cavity. This easily accessible large cavity is the natural heat exchanger of the body and lies directly underneath the brain. The RhinoChill System is comprised of a portable, battery-operated control unit, with a disposable coolant bottle and transnasal cooling catheter. The unit is small and lightweight, with a footprint of approximately 16 by 10 and weighing approximately 11 pounds, making it portable and ideal for use in the hospital or in the field. The System uses two small nasal canulae to spray a mist of liquid coolant into the nasal cavity. The sprayed coolant evaporates on contact with the nostrils and facilitates rapid heat transfer, due to the phase change from liquid to gas of the coolant. The inert and nontoxic coolant is thus expelled in vapor form. The RhinoChill control unit is easy to use, performs a self-test upon power-up and indicates to the user, by means of colored, visual symbols and audible alarms, if key parts of the system are not available and what needs attention and correction by the user. Use of the RhinoChill System can be easily learned by first responders, emergency medical staff and intensive care teams. The System does not require use by a physician, nor does it require refrigeration and has low power requirements. A key function of the control unit is to regulate the level of mist delivered to ensure safe and effective use for the desired medical situation. Unlike existing methods of brain cooling, the RhinoChill System cools the brain quickly, within minutes of initiation. Furthermore, due to its mobility and battery operation, it enables targeted brain cooling earlier than any other cooling system currently on the market, providing brain cooling capability within minutes instead of hours. Our Strategy Our mission is to improve patient outcomes by protecting the brain through immediate and localized cooling of the brain. To accomplish this mission, we intend to: Expand sales of the RhinoChill System in Europe. The RhinoChill System received the CE Mark in April 2011 for our commercial system, and we commenced sales in some countries in Europe in early 2013 through a small, dedicated BeneChill sales team. For the early Europe, Middle East, and Africa ( EMEA ) market development and sales activities in cardiac arrest, comparing revenue generation during the first nine months of 2014 to the same period in 2013, we experienced strong revenue growth, albeit with small revenue numbers. While we have initially focused our efforts on emergency cardiac arrest, we intend to also market and sell the RhinoChill System with our small, dedicated and expanding BeneChill sales team for other applications, including migraine treatment in pain centers in select European countries and for other developing applications over time (such as cardiac surgery and severe TBI). We believe that the results of the BeneChill-supported, investigator-initiated first migraine clinical study ( COOLHEAD, expected to be published in the next few months), which were, on balance, encouraging, provides us with an opportunity to continue to expand EMEA revenues. We are actively seeking to expand our sales in Europe by increasing the size of our direct sales force and by entering into additional distribution agreements. Obtain FDA Approval to Sell the RhinoChill System in the United States. We have filed for a humanitarian use application with the FDA. This application is for the adjunct treatment of malignant hyperthermia, a rare but serious and unpredictable complication that may occur while undergoing general anesthesia. During the fall of 2012, we received HUD designation from the FDA for this application and in 2014 we conducted a malignant hyperthermia-specific pig study to demonstrate safety and probable efficacy. We intend to file all relevant malignant hyperthermia data with the FDA in early 2015 to seek HDE approval. Informed by the outcome of several ongoing and planned clinical studies in Europe (as well as by a planned TBI pig study in the U.S.), we will decide which large application(s) to pursue next in the U.S., which may result in the need for U.S. clinical studies for FDA approval (depending on the specific application). Such applications may include cardiac arrest, cardiac surgery, TBI and migraines. Based on the results of the BeneChill-supported COOLHEAD migraine clinical study, we intend to support the execution of a randomized migraine clinical study during 2015 in Europe and to leverage that clinical study to seek U.S. 510(k) FDA approval. Table of Contents CAUTION: We have not received approval from the FDA to market our RhinoChill System in the United States. Table of Contents Focus on clinical activities and validation. As of September 30, 2014, we have completed six clinical studies with the RhinoChill System, enrolling over 335 patients, and over 600 cardiac arrest patients were treated through our commercial activities in Europe. We are currently enrolling patients in a definitive, multi-center, randomized clinical study, called PRINCESS, to seek to demonstrate a significant brain intact survival outcome benefit for cardiac arrest patients three months following cardiac arrest. We have six additional investigator-initiated clinical studies in various stages of execution for other clinical applications. We intend to continue to pursue clinical activities that demonstrate the benefits of our technology for existing and new indications that establish and validate the benefits of the RhinoChill System and enhance our product development efforts. In addition, in light of the potential for our technology to assist in the treatment of migraines, we intend to focus our clinical activities in the short term on migraine treatments. We also expect to continue our collaboration with the U.S. military on the early stage clinical development efforts for the treatment of TBI. Market Overview The global market for effective brain cooling technology for multiple clinical applications is large. There are many medical situations in which early, effective brain cooling has the potential to improve patient outcomes, including cardiac arrest, traumatic brain injury and concussions, cardiac surgery, migraine headaches, malignant hyperthermia, stroke and transcatheter aortic valve implantation ( TAVI ). A significant portion of our target market is in the U.S., which will only be accessible after receipt of FDA approvals (which we currently do not have). In the European market, we have a broad, approved CE Mark for our RhinoChill products to cool, whenever clinically indicated. We are in the process of seeking to obtain an additional CE Mark for the specific treatment of migraine headaches. We expect market penetration in the overall European market for applications such as for cardiac arrest, migraine, TBI and cardiac surgery to accelerate after specific studies have been published, such as PRINCESS, COOLHEAD, COOLHEAD 2, and the relevant studies for TBI and cardiac surgery. Risks Associated with Our Business Our business is subject to the risks and uncertainties discussed more fully in the section entitled Risk Factors immediately following this summary. In particular: The report of our independent registered public accounting firm on our 2013 consolidated financial statements contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. We have a limited operating history and have incurred significant losses since our inception, and we anticipate that we will continue to incur substantial losses for the foreseeable future. We have only one product approved for sale in Europe under a CE Mark and no products currently approved for sale in the United States, and have generated no commercial sales to date in the United States, which, together with our limited operating history, makes it difficult to evaluate our business and assess our future viability. We currently have a limited source of product revenue and may never become profitable. Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or below our guidance. We may need additional funds to support our operations, and such funding may not be available to us on acceptable terms, or at all, which would force us to delay, reduce or suspend our research and development programs and other operations or commercialization efforts. Raising additional capital may subject us to unfavorable terms, cause dilution to our existing stockholders, restrict our operations, or require us to relinquish rights to other products and technologies we may develop. Our success depends heavily on the successful commercialization of our RhinoChill System to aid in brain cooling. If we are unable to sell sufficient amounts of catheters, coolant and RhinoChill System, our revenues may be insufficient to achieve profitability. We have not commercialized any product prior to RhinoChill in Europe, and may not be successful in broadly commercializing RhinoChill. If we are unable to execute our sales and marketing strategy for RhinoChill, and are unable to gain acceptance in the market, we may be unable to generate sufficient revenue to sustain our business. If clinical studies of RhinoChill, such as PRINCESS and COOLHEAD 2, fail to demonstrate safety and efficacy to the satisfaction of the FDA or similar regulatory authorities outside the U.S. or do not otherwise produce positive results, we may incur additional costs, experience delays in completing or ultimately fail in completing the development and commercialization of RhinoChill. Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, and one third party has asserted that our BeneChill System, if sold in the U.S., would infringe its U.S. patent rights. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights information contained throughout this prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that should be considered before investing in our common stock. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our common stock discussed in this prospectus under Risk Factors beginning on page 6 of this prospectus and our financial statements and the accompanying notes beginning on page F-1 of this prospectus. Unless otherwise indicated or unless the context requires otherwise, this prospectus includes the accounts of Pegasi Energy Resources Corporation ( Pegasi ) and its wholly-owned subsidiaries, as follows, collectively referred to as we, us or the Company : Pegasi Energy Resources Corporation, a Texas corporation ( PERC ), Pegasi Operating, Inc., a Texas corporation ( POI ) and TR Rodessa, Inc., a Texas corporation ( TR Rodessa ). Overview of Business We are an independent energy company engaged in the exploration for, and production of, crude oil and natural gas. We are exclusively focused on the development of resources within the Rodessa oil field of East Texas. This oil field has been producing oil and gas since 1929. The Rodessa oil field has to date produced over 400 million barrels of oil and 2.3 trillion cubic feet of gas from over 2,000 producing wells. This production has come from multiple formations including the Rodessa, Travis Peak, Pettit, Cotton Valley and Bossier, which are all proven hydrocarbon reservoirs. Most of the Rodessa s wells were drilled over 50 years ago and targeted the shallower horizons. No major energy company ever established a dominant position in the field. Most development has been conducted by independents and mineral ownership has remained highly fragmented. We currently hold interests in properties located in Cass and Marion Counties, Texas. Our business strategy is to identify and exploit resources in and adjacent to existing or indicated producing areas within the mature Rodessa field. We believe that we are uniquely familiar with the history and geology of our project area based on our collective experience in the region as well as through our development and ownership of a large proprietary database which details the oil field s drilling history since 1980. We plan to develop and produce reserves at low cost and will take an aggressive approach to exploiting our contiguous acreage position through utilization of the latest best in class drilling and completion techniques. We believe that implementing the latest proven drilling and completion techniques to exploit our geological insight in this mature oil field will enable us to find significant oil and gas reserves that were either overlooked or not amenable to development with the technology previously available. Our Operations We began our leasing and farm-in activities in the Rodessa oil field area of the East Texas oil and gas basin in 2000. Our initial leasehold purchase was comprised of approximately 1,500 gross acres, which has grown to approximately 19,874 gross acres as of July 1, 2015. Our development strategy, which we have designated the Cornerstone Project, has been to establish a significant acreage position in the mature Rodessa oil field and develop and produce reserves through proven drilling and completion techniques. In addition, we intend to recomplete and redevelopment some of our older wells to enhance their production rates. We are working on this strategy with our working interest partner, TR Energy Inc. ( TR Energy ), a related party. We hold an 80% working interest in the majority of our leases with TR Energy holding a 20% working interest in those leases. We have a few leases in which we hold smaller interests ranging from 25% - 50% with TR Energy and other minority investors holding the remaining working interests. As of July 1, 2015, we operated 17 wells, of which 12 were producing. We conduct our main exploration and production operations through our wholly-owned subsidiary, POI. We conduct additional pipeline operations through our other wholly-owned subsidiary, TR Rodessa. TR Rodessa owns an 80% undivided interest in and operates a 40-mile natural gas pipeline and gathering system which we currently use to transport our hydrocarbons to market. TR Energy owns the remaining 20% undivided interest. Excess capacity on this system is used to transport third-party hydrocarbons. Our corporate strategy can be thought of in terms of the acquisition of leases and the development of resources on leased acreage. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Table of Contents Acquisition of Leases in the Cornerstone Project area As of July 1, 2015, our leasehold position is approximately 19,874 gross acres and 5,705 net acres. Supporting Our Drilling Program. Our priority is drilling, and consequently, our leasing program s primary objective is to support our planned drilling program by securing holdout leases in those units where we plan to drill over the next twelve months and renewing leases that are due to expire in those units where we plan to drill. Acquiring Additional Drilling Locations. We have an extensive proprietary database that we use to identify additional drilling locations and target acreage for acquisition in the project area. Most properties in the project area are held by smaller independent companies that lack the resources and expertise to develop them fully. We intend to pursue these opportunities to selectively expand our portfolio of properties. Acreage additions will complement our existing substantial acreage position in the area and provide us with additional drilling opportunities. Development of Resources in the Cornerstone Project area Our acreage is located in a region that has historically proven highly productive. There are multiple target formations available for development on our leased acreage. These include the gas and condensate bearing Travis Peak, the oil and gas bearing upper Cotton Valley sands, the oil bearing Bossier sands and the oil bearing Cotton Valley Limestone. Approximately 56 % of our net leased acreage is currently undeveloped (approximately 3, 193 undeveloped net acres of a total of 5,705 net acres as of July 1, 2015). Horizontal Wells Targeting the Bossier/Cotton Valley Limestone. Our priority is to drill horizontal wells targeting the Bossier/Cotton Valley Limestone. The low permeability oil bearing Bossier and Cotton Valley Limestone formations are amenable to development using the latest horizontal drilling and dynamic multi-stage fracking techniques that have proven successful in the Bakken Shale in North Dakota and elsewhere. Our first horizontal well, the Morse #1-H, was drilled with a 2,000 foot horizontal section. This well was completed with a five stage frack and recorded an average production rate of 281 Bbl/day of high quality crude oil in its first five days of production. The production rate subsequently decreased and we recorded an average production rate of 7 Bbl/day of crude oil during February 2015, when production was hampered by extreme cold weather that resulted in forced shut downs on account of the failure of the gas lift system s compression equipment. The decrease in the production rate has been irregular and we have observed several instances of unexpected, sustained surges in production, typically resulting in a doubling of production volume over three-day periods. These surges in production lead us to believe that the reservoir is capable of greater production, and that the Morse #1-H well s production rate has been compromised by the gas lift system and/or by an obstruction in the well bore. We believe that the successful production of oil from the Morse #1-H, which has produced a cumulative total of 41,793 Bbls of oil to December 31, 2014, supports our development strategy for the Bossier/Cotton Valley Limestone. We have gained a substantial amount of knowledge and experience from the drilling, completion and production of the Morse #1-H well that will enable us to improve the design and execution of our next planned horizontal well. Having proven our development model, we now plan to drill wells with longer laterals involving 15 or more frack stages to improve the well economics. We estimate that the drilling and completion costs of such wells will be approximately $7-$9 million. We are not currently capitalized to drill a program of such wells and are actively engaged in securing the necessary finance to fund a drilling program to develop the Bossier/Cotton Valley Limestone. Vertical Wells. Our secondary priority is to drill vertical wells to develop shallower formations, such as the Travis Peak and Cotton Valley. The Haggard A & B wells, which offset the Norbord #1 discovery of 2010 and were completed in 2013 and 2012, respectively, fall into this category and have proven highly productive of gas and condensate. In August 2014, we concluded a participation agreement with Pacific World Energy ( PWE ) for the drilling of up to 10 wells on our leased acreage in Marion County. On October 1, 2014, we spudded the first vertical well of this program, the Huntington #4. Drilling reached a final depth of 9,300 feet, production casing of 4 was set and cemented at 9,300 feet and the drilling rig was released on October 27, 2014. Analysis of the well log identified in excess of 175' of gross pay over multiple Cotton Valley and Travis Peak zones. Having now analyzed the drilling results, we are discussing the completion procedure for this well with PWE and plan to complete this well within the first half of 2015. AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents The Offering Common stock offered by the selling stockholders Up to 38,958,344 shares of common stock, including the following: up to 23,333,339 shares of common stock issuable upon the conversion of senior secured convertible notes at a conversion price equal to the lower of (i) $0.12 or (ii) the higher of (x) $0.09 or (y) the volume weighted average price of our common stock for the 10 trading days immediately preceding the date of conversion (includes a good faith estimate of the shares underlying the convertible notes to account for anti-dilution protection adjustments), and up to 15,625,005 shares of common stock issuable upon the exercise of warrants at an exercise price equal to the lower of (i) $0.132 or (ii) the higher of (x) $0.06 or (y) 110% of the volume weighted average price of our common stock for the 10 trading days immediately preceding the date of exercise (includes a good faith estimate of the shares underlying the warrants to account for anti-dilution protection adjustments). Common stock to be outstanding after the offering Up to 109,497,843 shares. Use of proceeds We will not receive any proceeds from the sale of the common stock. We will receive the exercise price of any common stock we sell to the selling stockholder upon exercise of the warrants, however, the warrants entitle the holder to exercise their warrants on a cashless basis. In the event that any selling stockholder exercises their warrants on a cashless basis, then we will not receive any proceeds from the exercise of those warrants. We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes. OTCQB symbol PGSI The above information regarding common stock to be outstanding after the offering is based on 70,539,499 shares of common stock outstanding as of July 21 , 2015 and includes the 38,958,344 shares of common stock that are issuable upon the conversion of notes and exercise of warrants that are registered pursuant to the registration statement that this prospectus is part of but does not include any shares of common stock issuable upon exercise of other outstanding warrants or notes. The following is a summary of the transactions relating to the securities being registered hereunder. 2015 Private Placement In January 2015, we entered into securities purchase agreements (the Securities Purchase Agreement ) with certain accredited investors ( Investors ) whereby we issued and sold to the Investors 12% Senior Secured Convertible Notes ( Notes ) in the aggregate amount of $875,000 and warrants ( Initial Warrants ) to purchase up to 2,430,555 shares of our common stock. Pursuant to the Securities Purchase Agreement, we had the right, until February 23, 2015 (the Additional Investment Period ), to sell up to an additional $625,000 of Notes and Initial Warrants, on the same terms and conditions (the Additional Securities ). To secure our obligations under the Notes, we granted the Investors a security interest in certain assets of PERC pursuant to a Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production, as amended (the Security Agreement ). In addition, pursuant to a guarantee (the Guarantee ), PERC agreed to guarantee the punctual payment, as and when due and payable, of all amounts owed by us in respect of the Securities Purchase Agreement, the Notes and the other transaction documents executed in connection with the Securities Purchase Agreement. As well, we granted the Investors certain registration rights pursuant to a registration rights agreement, pursuant to which we are obligated to file a registration statement registering for resale the common stock issuable upon conversion of the Notes and exercise of the Warrants no later than May 9, 2015 (the Registration Rights Agreement ). On March 27, 2015, we entered into an omnibus amendment agreement (the Amendment ) with the Investors pursuant to which, among other things: We and the Investors amended the Securities Purchase Agreement to extend the Additional Investment Period until March 31, 2015, to increase the Initial Warrant ratio from 33% to 100% and allowed for up to $1 million of Additional Securities to be sold; PEGASI ENERGY RESOURCES CORPORATION (Name of registrant in its charter) Nevada 1311 20-4711443 (State or other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 218 N. Broadway, Suite 204 Tyler, Texas 75702 (903) 595-4139 (Address and telephone number of principal executive offices and principal place of business) Michael Neufeld, Chief Executive Officer Pegasi Energy Resources Corporation 218 N. Broadway, Suite 204 Tyler, Texas 75702 (903) 595-4139 (Name, address and telephone number of agent for service) Copies to: Marc J. Ross, Esq. James M. Turner, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Fl. New York, New York 10006 (212) 930-9700 (212) 930-9725 (fax) APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If any 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x 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. o 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. o 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. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of large accelerated filer, accelerated filed, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company) Table of Contents We and the Investors amended the Notes to increase the minimum conversion price from $0.05 to $0.09, to require payments (including prepayments) to principal and interest to be on a pro rata basis, to provide for additional consideration to the Investors upon our failure to timely process conversion requests, and to increase the maximum beneficial ownership limitation from 9.99% to 19.99%; We and the Investors amended the Initial Warrants to provide for cashless exercise at any time, to increase the maximum beneficial ownership limitation from 9.99% to 19.99%, and to provide for additional consideration to the Investors upon our failure to timely process exercise notices; We and the Investors amended the Registration Rights Agreement to clarify the liquidated damages due upon a default by us; and We issued all the Investors additional warrants (the Consideration Warrants and together with the Initial Warrants, the Warrants ) to purchase 4,861,116 shares of common stock, so that the Initial Warrants, together with the Consideration Warrants, equaled the new Initial Warrant ratio of 100%. On March 27, 2015, we entered into a securities purchase agreement with an accredited investor, pursuant to which we issued and sold to the investor a $1,000,000 Note and Warrants to purchase 8,333,334 shares of common stock (the Subsequent Investment ). In connection therewith, the Guarantee was amended and restated to include the Subsequent Investment and the Security Agreement was amended to include the Subsequent Investment. The Notes are due upon written demand of Investors holding a majority in interest of outstanding Notes, provided, however, that such demand cannot be made prior to January 9, 2016 and will bear interest at the rate of 12% per annum. The Notes are convertible, in whole or in part, into shares of our common stock at the option of the Investor, at the lower of (i) $0.12 or (ii) the higher of (x) $0.09 or (y) the volume weighted average price of our common stock for the 10 trading days immediately preceding the date of conversion, subject to adjustment upon certain events, as set forth in the Note. We have the right, at any time after the date that the registration statement, which this prospectus is a part of, is declared effective, to redeem some or all of the outstanding Notes, upon 30 days prior written notice. If the Notes are redeemed prior to the first anniversary of issuance, the redemption price shall equal 110% of the amount of principal and interest being redeemed. The Warrants are exercisable, at the option of the Investor, for seven (7) years after issuance, in whole or in part, at an exercise price equal to the lower of (i) $0.132 or (ii) the higher of (x) $0.06 or (y) 110% of the volume weighted average price of our common stock for the 10 trading days immediately preceding the date of exercise, subject to adjustment upon certain events, as set forth in the Warrant. The convertibility of the Notes and the exercisability of the Warrants each may be limited if, upon conversion or exercise (as the case may be), the holder thereof or any of its affiliates would beneficially own more than 19.99% of common stock. If we fail to comply with the registration statement filing or effective date requirements, we are required to pay the Investors a fee equal to 1.0% of the Investor s investment, for each month delayed, subject to a maximum payment of 20% to each Investor. Plan of Distribution This offering is not being underwritten. The selling stockholders will sell their shares of our common stock at prevailing market prices or privately negotiated prices. The selling stockholders themselves directly, or through their agents, or through their brokers or dealers, may sell their shares from time to time, in (i) privately negotiated transactions, (ii) in one or more transactions, including block transactions in accordance with the applicable rules of the OTCQB or (iii) otherwise in accordance with the section of this prospectus entitled Plan of Distribution. To the extent required, the specific shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, broker or dealer and any applicable commission or discounts with respect to a particular offer will be described in an accompanying prospectus supplement. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. For additional information on the methods of sale, you should refer to the section of this prospectus entitled Plan of Distribution, beginning on page 57. Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class Of Securities To Be Registered Amount To Be Registered (1) Proposed Maximum Offering Price Per Security (2) Proposed Maximum Aggregate Offering Price Amount Of Registration Fee Common Stock, $0.001 par value issuable upon conversion of secured convertible notes 23,333,339 $ 0.16 $ 3,733,334.24 $ 433.81 Common Stock, $0.001 par value issuable upon exercise of warrants 15,625,005 $ 0.16 $ 2,500,000.80 $ 290.50 Total 38,958,344 $ 6,233,335.04 $ 724.31 (3) (1) Includes shares of our common stock, par value $0.001 per share, which may be offered pursuant to this registration statement, which shares are issuable upon exercise of warrants and conversion of principal and accrued interest on notes held by the selling stockholders. The number of shares registered upon conversion of the notes is based on a conversion price of $0.09 per share, which is the minimum conversion price pursuant to the conversion price formula in the notes, and includes such number of shares based on one year of accrued interest on the notes. In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon exercise of the warrants and conversion of notes, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416. The number of shares of common stock registered hereunder represents a good faith estimate by us of the number of shares of common stock issuable upon exercise of the warrants and conversion of notes. For purposes of estimating the number of shares of common stock to be included in this registration statement, we calculated a good faith estimate of the number of shares of our common stock that we believe will be issuable upon exercise of the warrants and conversion of notes to account for market fluctuations, and anti-dilution and price protection adjustments, respectively. Should the conversion ratio result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary. In addition, should a decrease in the exercise or conversion price as a result of an issuance or sale of shares below the then current market price, result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933, using the average of the high and low price as reported on the OTCQB on May 1, 2015, which was $0.16 per share. (3) Fee 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

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+PROSPECTUS SUMMARY This summary does not contain all of the information that should be considered before investing in the units. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing the units discussed in this prospectus under Risk Factors beginning on page 6 of this prospectus and our audited financial statements and the accompanying notes for the years ended December 31, 2014 and 2013, beginning on page F-1 of this prospectus and our unaudited financial statements and the accompanying notes for the three and six months ended June 30, 2015 and 2014, beginning on page G-1 of this prospectus. As used in this prospectus the terms WaferGen, the Company, we, our and us refer to WaferGen Bio-systems, Inc. and its subsidiaries, except where it is made clear that the term means only the parent company or where the context requires otherwise. Our Company We are an innovative biotechnology company committed to the development of a breakthrough technology platform for gene expression, genotyping, next generation sequencing ( NGS ) target enrichment and now single cell analysis which we believe will revolutionize biopharma, diagnostics and life science research. Our primary focus has been on the development, manufacture and marketing of our SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences, pharmaceutical/biotech drug discovery, diagnostics and clinical laboratory industries. Traditional molecular biology methods use 96 or 384-well plates for routine manipulation of fluids into and out of the wells in the microliter scale manually or using various liquid handling automation methods. SmartChip extends this principle through a microfabrication process that result in tens of thousands of massively-parallel nanoliter wells that are physically separated from each other. To manipulate fluids into and out of these wells, we have engineered a nano-dispenser that can not only dispense but also aspirate nanoliter volumes of liquids including single cells in suspension. The plethora of new diagnostic and therapeutic solutions that have come into the market since the advent of the genomic era is a direct result of understanding changes in key segments of DNA (i.e. mutations such as single nucleotide polymorphisms ( SNPs )) and the ensuing differences in the expression levels of those segments (i.e. genes and other regulatory sequences). Gene expression is fundamental to the understanding of many disease processes and hence, drug efficacy. For example, in the field of oncology (cancer treatment), greater understanding of gene expression in certain types of cancerous cells has led to the discovery of specific disease biomarkers that will allow clinicians to provide more accurate diagnosis, prognosis and treatment options for their patients. It is known that tumors form from single cells and evolve randomly to gain different characteristics that collectively provide a significant growth advantage for the tumor. This clonal diversity plays an important role during cancer progression and it is important to know the biological role of these different cancer cells in invasion, metastasis and development of resistance to drug therapies. Increasingly, researchers are focusing their studies on physiological phenomena using molecular analysis at the single cell level and are consequently committing their research budgets to acquiring research tools that help them understand tumor evolution from a single cell and develop personalized therapies. The single cell genomics field has shown tremendous growth over the past four years due to the myriad of potential applications in cancer and biomedicine. We are primarily focused on marketing a flexible, open format genetic analysis system, the WaferGen SmartChip System, which provides a range of high throughput capabilities including single cell analysis and differential gene expression measurement, as well as SNP genotyping and target enrichment. In 2010, we formally launched our first generation SmartChip 5K System, which was an innovative real-time polymerase chain reaction ( PCR ) tool enabling scientists to study thousands of genes simultaneously clustered in gene specific pathways. The results of such studies are potentially leading to the discovery and validation of clinically relevant disease signatures. In 2012, we launched the SmartChip MyDesign System, which is the second-generation real time PCR instrument with significantly upgraded capabilities. First, the new system allows customers to dispense their own assays into a SmartChip, using a liquid dispenser called MultiSample Nano-Dispenser ( MSND ), which gives them much greater flexibility and faster experiment turnaround time. Second, we have enabled SNP genotyping on the SmartChip by validating appropriate chemistries and supplying the requisite software. The SmartChip System s high density, nanoliter-scale format can provide throughput levels that facilitate the development of life science clinical research solutions at a fraction of the time and cost currently possible with existing competing systems. We believe that the SmartChip System is well suited for the large and growing genomics markets, including for researchers seeking to confirm and expand on discoveries made with the growing use of NGS. In 2013, the SmartChip and MSND were adapted for NGS library preparation needs and our R&D efforts concentrated on the commercialization of the SmartChip Target Enrichment ( TE ) System . This new product, launched in February 2014, is designed to perform a critical sample preparation step prior to targeted DNA sequencing. Targeted sequencing is aimed at deciphering the nucleic acid sequence of a certain portion of the genome (the targets), for example a set of genes of interest, Table of Contents as opposed to the whole genome. In order to limit the sequencing to the targets of interest, scientists are using various techniques including PCR to treat the nucleic acid samples prior to sequencing. WaferGen is using its SmartChip consumable to conduct massively parallel individual PCR reactions for TE. This approach offers certain advantages over existing chemistries and platforms. Although these advantages could help us successfully compete in the high potential emerging market for clinical sequencing, we face considerable competition, including the competing sample preparation kits from NGS instrument manufacturers such as Illumina, Inc. ( Illumina ) and Life Technologies Corporation ( LIFE, now a division of Thermo Fisher). Following our acquisition early in 2014 of the Apollo 324 and PrepX product lines used in library preparation for NGS, we now offer one-stop shopping for NGS sample preparation and validation solutions that enable NGS instruments (such as MiSeq from Illumina and PGM from Thermo Fisher) to produce superior results in terms of accuracy, while simplifying the workflow in a cost efficient manner. We employ a business model that primarily generates revenue from the sale of instruments (i.e. the SmartChip System or Apollo 324 instrument) and a recurring revenue stream from the sale of consumables (i.e. the SmartChip Panels or PrepX reagents), similar to the razor and razor blade business model. Recently, we have been focused on expanding the gamut of SmartChip-based applications to include Single Cell Analysis ( SCA ). Events happening at the level of a single cell, be it a single bacterial cell that gains antibiotic resistance or a single cell that gains growth advantage in cancer, have profound consequences. The ability to identify, and understand, these harmful molecular events earlier than previously possible makes SCA the next frontier in understanding biology at the cellular level. Our SmartChip based SCA products will allow researchers to select a unique set of cells from others in a sample and determine how the targeted cell is genetically different from the other cells. SmartChip SCA products will be differentiated in the market because of these three primary features: Throughput - Ability to process 1000s of cells More Flexibility - Ability to process multiple samples and various cell sizes More Relevant - Ability to select only certain cells of choice for processing In 2015, we used the proof of concept results that we obtained in collaboration with the Broad Institute as the foundation to productize our technology. In the second quarter of 2015, we signed on four early access partners for our SmartChip SCA products Genentech, Karolinska Instituet, National Jewish Hospital and MD Anderson Cancer Center. These early collaborations have demonstrated the SmartChip based system can reproducibly sequence thousands of cells. Feedback on various aspects of the product from these early access sites is overwhelmingly positive. Researchers particularly like the workflow ease, ability to handle multiple cell types including human patient samples such as freshly operated tumors, and the ensuing data quality. Thus, the SmartChip-based single cell system will be the only system on the market that can span the breadth of hundreds to thousands of cells and have the ability to process diverse cell types in a cost-effective fashion. While these advantages are compelling, we face competition from Fluidigm, who is the market leader and the only company to date that sells integrated SCA solutions. Since inception, we have incurred substantial operating losses. As of June 30, 2015, our accumulated deficit was $100.2 million. Losses have principally occurred as a result of the substantial resources required for the research, development and manufacturing start-up costs required to commercialize our initial products. We expect to continue to incur substantial costs for research and development activities for at least the next year as we expand and improve our core technology and its applications in the life science research market. Without giving effect to the offering contemplated by this prospectus, we expect that the cash we have available will fund our operations into 2016. For more information regarding our business, see Management s Discussion and Analysis of Financial Condition and Results of Operations and Business, included elsewhere in this prospectus. Recent Financial Results We have not yet completed preparation of financial statements for the quarter ended September 30, 2015, but based on preliminary data available to us, we expect to report total revenue ranging from $1.9 million to $2.1 million for such period, compared to $1.3 million for the quarter ended September 30, 2014 and $1.6 million for the quarter ended June 30, 2015. We anticipate filing our September 30, 2015 financial statements on Form 10-Q on or about November 11, 2015. Our actual revenues for the three month period ended September 30, 2015 may differ materially from our expectations. Additionally, during the preparation of our consolidated financial statements for the quarter ended September 30, 2015, we may identify items that would require us to make adjustments, which may be material, to the estimates described above. This preliminary financial data has been prepared by and is the responsibility of our management. SingerLewak LLP has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial data, and accordingly, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ WAFERGEN BIO-SYSTEMS, INC. (Exact name of registrant as specified in its charter) __________________________ Nevada 3826 90-0416683 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 7400 Paseo Padre Parkway Fremont, CA 94555 (510) 651-4450 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) __________________________ Rolland Carlson, President and Chief Executive Officer 7400 Paseo Padre Parkway Fremont, CA 94555 (510) 651-4450 (Name, address, including zip code, and telephone number, including area code, of agent for service) __________________________ Please send copies of all communications to: Mark R. Busch K&L Gates LLP 214 North Tryon Street, Suite 4700 Charlotte, NC 28202 (704) 331-7440 Michael F. Nertney Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 931-8705 __________________________ Approximate date of commencement of proposed sale to the public: From time to time 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. Table of Contents SingerLewak LLP does not express an opinion or any other form of assurance with respect thereto. For a discussion of the risks that may cause our results of operations to differ from our expectations, see Risk Factors elsewhere in this prospectus.

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+PROSPECTUS SUMMARY The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements. References to the "Company," "we," "us," "our" and similar words refer to BlueFire Renewables, Inc. Our Company We are BlueFire Renewables, Inc., a Nevada corporation ("BlueFire" or the "Company"). Our goal is to develop, own and operate high-value carbohydrate-based transportation fuel plants, or bio-refineries, to produce ethanol, a viable alternative to fossil fuels, and to provide professional services to bio-refineries worldwide. Our bio-refineries will convert widely available, inexpensive, organic materials such as agricultural residues, high-content biomass crops, wood residues and cellulose from municipal solid wastes into ethanol. This versatility enables us to consider a wide variety of feedstocks and locations in which to develop facilities to become a low cost producer of ethanol. We have licensed for use a patented process from Arkenol, Inc., a Nevada corporation ("Arkenol"), to produce ethanol from cellulose (the "Arkenol Technology"). We are the exclusive North America licensee of the Arkenol Technology to produce ethanol and will evaluate purchasing a broader license as opportunities arise. Company History We are a Nevada corporation that was initially organized as Atlanta Technology Group, Inc., a Delaware corporation, on October 12, 1993. The Company was re-named Docplus.net Corporation on December 31, 1998, and further re-named Sucre Agricultural Corp. ("Sucre") and re-domiciled as a Nevada corporation on March 6, 2006 ("Inception"). Finally, on May 24, 2006, in anticipation of the reverse merger by which it would acquire BlueFire Ethanol, Inc., a privately held Nevada corporation organized on March 28, 2006, as described below, the Company was re-named to BlueFire Ethanol Fuels, Inc. On June 27, 2006, the Company completed a reverse merger (the "Reverse Merger") with BlueFire Ethanol, Inc. ("BlueFire Ethanol"). At the time of Reverse Merger, the Company was a blank-check company and had no operations, revenues or liabilities. The only asset possessed by the Company was $690,000 in cash which continued to be owned by the Company at the time of the Reverse Merger. In connection with the Reverse Merger, the Company issued BlueFire Ethanol 17,000,000 shares of common stock, approximately 85% of all of the outstanding common stock of the Company, for all the issued and outstanding BlueFire Ethanol common stock. The Company stockholders retained 4,028,264 shares of Company common stock. As a result of the Reverse Merger, BlueFire Ethanol became our wholly-owned subsidiary. On June 21, 2006, prior to and in anticipation of the Reverse Merger, Sucre sold 3,000,000 shares of common stock to two related investors in a private offering of shares pursuant to Rule 504 for proceeds of $1,000,000. On July 20, 2010, the Company changed its name to BlueFire Renewables, Inc. to more accurately reflect our primary business plan expanding the focus from just building cellulosic ethanol projects to include other advanced biofuels, biodiesel, and other drop-in biofuels as well as synthetic lubricants as opportunities arise. The Company s shares of common stock began trading under the symbol "BFRE.PK" on the Pink Sheets of the National Quotation Bureau on July 11, 2006 and later began trading on the OTCBB under the symbol "BFRE.OB" on June 19, 2007. On December 30, 2014, the closing price of our Common Stock was $0.047 per share. Our executive offices are located at 31 Musick, Irvine, California 92618 and our telephone number at such office is (949) 588-3767. Kodiak Equity Purchase Agreement and Registration Rights Agreement This prospectus includes the resale of up to 50,000,000 shares of our common stock by Kodiak. Kodiak will obtain our common stock pursuant to the Equity Purchase Agreement entered into by Kodiak and us, dated December 17, 2014 (the "Equity Purchase Agreement"). In December 2014, Kodiak received a one-time issuance of a $60,000 non-convertible Promissory Note as a commitment fee for the Equity Purchase Agreement. The purchase price of the common stock will be set at seventy-five percent (75%) of the lowest closing bid price of the common stock during the pricing period. The pricing period will be the five consecutive trading days immediately after the put notice date. On the put notice date, we are required to deliver Put Shares to Kodiak in an amount (the "Estimated Put Shares") determined by dividing the closing bid price on the trading day immediately preceding the Put Notice date multiplied by 75%. At the end of the pricing period when the purchase price is established and the number of Put Shares for a particular Put is definitely determined, Kodiak must return to us any excess Put Shares provided as Estimated Put Shares or alternatively, we must deliver to Kodiak any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the pricing period we must also return to Kodiak any excess related to the investment amount previously delivered to us. Kodiak is not permitted to engage in short sales involving our common stock during the commitment period ending December 31, 2016. In accordance with Regulation SHO, however, sales of our common stock by Kodiak after delivery of a Put Notice of such number of shares reasonably expected to be purchased by Kodiak under a Put will not be deemed a short sale. In addition, we must deliver the other required documents, instruments and writings required. Kodiak is not required to purchase the Put Shares unless: Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable Put shall have been declared effective. We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities. We shall in a timely manner have filed with the SEC all reports, notices, and other documents required. We believe that we will be able to meet all of the above obligations mandated in the Equity Purchase Agreement set forth above. Where You Can Find Us Our executive offices are located at 31 Musick, Irvine, California 92618 and our telephone number is (949) 588-3767. Summary of The Offering Common Stock Offered by the Selling Security Holder 50,000,000 shares of common stock. Common Stock Outstanding Before the Offering 226,890,278 as of December 30, 2014 Common Stock Outstanding After the Offering 276,890,324 shares, assuming the sale of all of the shares being registered in this Registration Statement. Terms of the Offering The Selling Security Holder will determine when and how it will sell the common stock offered in this prospectus. Termination of the Offering Pursuant to the Equity Purchase Agreement, this offering will terminate on the earlier of (i) on the date on which Kodiak shall have purchased Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount or (ii) December 31, 2016. Use of Proceeds We will not receive any proceeds from the sale of the shares of common stock offered by the Selling Security Holder. However, we will receive proceeds from the sale of our common stock under the Equity Purchase Agreement. Risk Factors The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See "Risk Factors" beginning on page 7. OTC Markets Symbol BFRE

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+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 common stock. You should read this entire prospectus carefully, including the sections of this prospectus captioned Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes that are included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms RainDance Technologies, RainDance, the Company, we, us, and our in this prospectus refer to RainDance Technologies, Inc. RainDance Technologies, Inc. Company Overview We are a commercial-stage company that develops, manufactures and sells proprietary systems, consumables and assays that enable ultra-sensitive detection and analysis of complex genetic diseases in tissue and liquid biopsies in life science and translational research settings. Our products enable researchers to enhance the sensitivity, specificity, range of gene content, sample type and workflow while lowering costs of Next Generation Sequencing content enrichment, or NGS, and Digital Polymerase Chain Reaction, or dPCR. We believe the market opportunity for our products is fast growing and will exceed $3 billion by 2018. We have developed and commercialized a proprietary technology platform, which uses proprietary chemistries and sophisticated microfluidics, which are controlled volumes of miniscule fluids, to create for each sample millions of picoliter-scale droplets, each of which partitions and encapsulates a single molecule biological marker or reaction. Our customers are able to precisely create, control, manipulate, detect and quantitate millions of droplets in a single sample, and thereby enhance the sensitivity, specificity, sample range and workflow while lowering sample costs of NGS and dPCR. We refer to this platform as our digital droplet technology or digital droplet technology platform. Our product portfolio includes three systems: ThunderStorm, ThunderBolts and RainDrop. Our ThunderStorm and ThunderBolts systems are used by researchers for NGS content enrichment, a method in which DNA is targeted and enriched to enable efficient sequencing. Our RainDrop system is used by researchers for dPCR, a technology approach to directly amplify and quantify nucleic acids. All three of these systems utilize our digital droplet technology and are marketed for research use only and not for use in diagnostic procedures. Our product portfolio also includes proprietary consumables that are used by our various systems and provide us with a significant, recurring revenue stream. ThunderStorm. Our ThunderStorm system, launched in December 2011, is an NGS content enrichment solution for high-volume customers to analyze any region of the genome with any commercially available NGS system through a highly automated, rapid, flexible and low cost process. Our ThunderStorm system is in current use for tissue analysis and liquid biopsy applications in high-volume laboratories for cancer and inherited disease research. Liquid biopsy enables non-invasive, highly accurate genetic analysis by detecting and measuring low levels of circulating genomic material such as DNA, RNA or microRNA in bodily fluids. ThunderBolts. Our ThunderBolts system, launched in February 2015, is an NGS content enrichment solution featuring the flexibility for user defined and predefined panels to target genetic regions of interest. Our ThunderBolts system utilizes elements of our RainDrop system s architecture. Our ThunderBolts Cancer Panel, launched in April 2014, and our ThunderBolts Myeloid Panel, planned to be launched in April 2015, profile cancer mutations to enable researchers to analyze biopsy, plasma and formalin-fixed-paraffin-enabled, or FFPE, samples. Our predefined ThunderBolts panels are designed with the input of leading medical experts. For example, we assembled an exclusive consortium of hematologic oncology experts to advise us on the design and commercialization of the ThunderBolts Myeloid Panel. 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 it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated March 30, 2015 PRELIMINARY PROSPECTUS Shares Common Stock This is RainDance Technologies, Inc. s initial public offering. We are selling shares of common stock. We expect the initial offering price to be between $ and $ per share. Currently, no public market exists for the shares. We have applied to list our common stock on the NASDAQ Global Market under the symbol RAIN. We are an emerging growth company as defined in the Jumpstart our Business Startups Act of 2012 and may comply with certain reduced public company disclosure standards. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 13 of this prospectus. Per share Total Public offering price $ $ Underwriting discount (1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting beginning on page 134 of this prospectus for additional disclosure of compensation payable in connection with this offering. The underwriters may also exercise their option to purchase up to an additional shares from us, at the public offering price, less the underwriting discount, for 30 days after the date 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 shares will be ready for delivery on or about , 2015. BofA Merrill Lynch Cowen and Company Evercore ISI The date of this prospectus is , 2015. Table of Contents RainDrop. Our RainDrop system for dPCR, launched in March 2013, allows our customers to obtain what we believe, based on our industry knowledge of competing PCR and NGS products and technologies, is the industry s highest sensitivity for genetic analysis of DNA, RNA or microRNA, across a broad range of sample types including tissue, plasma and bodily fluids. Our RainDrop system is used for monitoring of circulating genomic markers as well as for validation of mutations identified by other technologies such as NGS. Our products facilitate the research and discovery of cell-free genetic targets associated with inherited disease, pathology, and recurrence of cancer and infectious disease through genetic analysis of a broad range of sample types including tissue, plasma and bodily fluids. While the market for liquid biopsy is nascent and we have not yet generated significant revenue from our liquid biopsy applications, our products are currently used by researchers for liquid biopsies, and we believe there is growing demand for such products from translational researchers. We sell our products to a broad range of customers at many leading institutions around the world. To date, a large portion of our revenue has been derived from our largest customers. For the years ended December 31, 2013 and 2014, our ten largest customers by revenue represented approximately 69% and 76%, respectively, of our total revenue, with one customer, Myriad Genetics, representing 29% of our total revenue in 2013 and 51% of our total revenue in 2014. We sell our products directly to customers through our dedicated sales force in North America and select European markets and through distributors in the rest of the world. As of December 31, 2014, we had an installed base of over 145 systems. Our customers include ten of the top thirty U.S. cancer research centers, such as the Mayo Clinic and Memorial Sloan Kettering Cancer Center and other leading global cancer centers. Our customers also include several of the leading medical genetic centers such as ARUP Laboratories and GeneDx. We also have multiple customers focused on infectious disease research including Johns Hopkins University and the U.S. Centers for Disease Control and Prevention. In addition, our products are used by leading pharmaceutical companies such as Novartis and Merck and large Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified laboratories such as Myriad Genetics and Quest Diagnostics. We have seen rapid adoption of our ThunderStorm and RainDrop systems, which retail in the U.S. for $250,000 and $125,000, respectively. Our recently launched ThunderBolts system retails in the U.S. for $50,000. We launched our ThunderStorm system in the fourth quarter of 2011 and have sold 57 systems to 22 customers as of December 31, 2014. We estimate that our ThunderStorm systems generate average annual consumable revenue per system of greater than $200,000. We launched our RainDrop system in the first quarter of 2013 and have sold 90 systems to 62 customers as of December 31, 2014. Our RainDrop system generates over $20,000 in average annual consumables revenue per system. For our ThunderStorm and RainDrop systems, we shipped consumable kits to customers corresponding to over 65,000 samples in 2013 and over 161,000 samples in 2014. Our revenue grew from $17.2 million in 2013 to $30.6 million in 2014. In 2014, 53% of our sales were from consumables. Our gross margins were 51% in 2013 and increased to 58% in 2014. Our net loss was $14.3 million in 2013 and decreased to $8.8 million in 2014. Company Strategy Our mission is to democratize genetic analysis research with products that enable our customers to detect and analyze complex genetic diseases by ultra-sensitive screening and monitoring of cell-free genomic targets. Our strategy to lead this market transformation is to: Enable Liquid Biopsy with Ultra-Sensitive NGS and dPCR for Translational Research Applications. We believe based on our knowledge of the market that our ThunderBolts and RainDrop systems represent the only platforms featuring both NGS and dPCR to perform ultra-sensitive tissue and Table of Contents Table of Contents liquid biopsy. We will continue to drive adoption and broaden awareness of our ThunderBolts and RainDrop systems for liquid biopsy assay and application developers. We will engage in sustained marketing and sales efforts to educate potential customers of the numerous advantages of our platforms and rapidly growing applications for liquid biopsy research as an alternative to traditional invasive biopsy procedures or imaging techniques that yield lower quality information. Broaden our Assay Menu in Cancer and Infectious Disease to Increase Our Recurring Consumables Revenue. We plan to leverage our core ThunderBolts and RainDrop technology platforms to launch additional predefined disease-focused assays, in a similar manner to our ThunderBolts Cancer Panel and ThunderBolts Myeloid Panel. Beyond cancer research, our focus includes panels for research in infectious disease, immune monitoring and drug targets. In addition, our customers can build self-customizable panels that run on our systems for diverse research applications. We are collaborating with leading cancer centers, translational research institutes and assay development companies to expand the set of applications on our systems to drive consumables revenues. We intend to leverage our relationships with leading medical institutions to assemble consortiums of experts to advise us on the design and commercialization of predefined panels. Establish the RainDrop System as the Gold Standard in Digital PCR. Based on our industry knowledge of competing products and technologies, we will highlight our RainDrop system s superior capabilities to other PCR and dPCR instruments, as well as successful customer experiences to achieve our goal of making RainDrop the standard for dPCR research of genetic targets associated with cancer and other complex genetic diseases. We intend to collaborate with multiple medical research societies and standard and measurement agencies worldwide, such as the National Institute of Standards and Technology in the U.S., to establish RainDrop dPCR as a reference standard for genetic analysis. Extend the Adoption of our ThunderStorm System in Major Commercial Laboratories. We currently promote our ThunderStorm system as the most powerful research-use platform for NGS content enrichment, and will reinforce our position as a trusted platform partner for high-volume customers. All of our products, including our ThunderStorm system, are currently labeled for research use only, or RUO, and are not for clinical diagnostic use. We plan to list our ThunderStorm system with the U.S. Food and Drug Administration, or the FDA, as a medical device to expand our potential markets for this product beyond research to clinical diagnostic use, although there can be no assurance regarding the timing of such listing. Prior to listing the product, the company has been in the process of establishing a quality system for the manufacturing facility and assuring that the design controls and production processes for the ThunderStorm will be in compliance with the FDA Quality System Regulations, or QSR. We believe that listing our ThunderStorm system with the FDA will provide increased regulatory certainty as the FDA s policies concerning laboratory tests for analysis of complex genetic diseases continue to evolve as well as provide a competitive advantage compared to other products in the market which are labeled for research use only. Drive Global Expansion. Our initial plan is to focus our direct sales force efforts on continued penetration within the United States, Canada and regions of Europe. We will continue to monitor and strategically pursue other geographic regions for opportunities to expand our direct sales and distribution presence. Grow our Addressable Markets with New Technology Capabilities. We believe our technology is highly versatile and can be applied to address current technological limitations in several other large markets. We intend to continue investing in research for the development of innovative systems, assays and capabilities to expand our market opportunities within and beyond genomics. Leveraging our digital droplet technology platform, we are developing a pipeline of future products Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY
+ 
+ The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms Cybergy, the Company , we, us, and our refer to Cybergy Holdings, Inc., and its subsidiaries.
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+ The Company
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+ Overview
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+ Cybergy Holdings, Inc. (the Company ), a Nevada corporation, is a holding company for our wholly-owned subsidiary, Cybergy Partners, Inc. ( Partners ), a Delaware corporation. Partners is an operationalfocused company, committed to building a premier, full spectrum, advisory services and products provider for the federal and state governments, and commercial clients. We currently deliver innovative, technologyenabled products and services in clean energy, smart grid, energy resilience, cybersecurity, and business growth services.
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+ Our subsidiary, Cybergy Partners, Inc., through its three wholly-owned subsidiaries, New West Technologies ( New West ), Cybergy Labs, and Primetrix, as well as its 51% owned joint venture, New WestEnergetics Joint Venture, LLC, provides critical infrastructure services primarily to U.S. Federal Government agencies, state governments and tier one commercial clients.
+ 
+ New West-Energetics Joint Venture, LLC, formerly EnergyWorks Joint Venture, LLC (the JV ), was organized in the State of Maryland in 2006. The JV was created by its members to bid on a specific procurement with the U.S. Department of Energy for technical, engineering, analytical, and management support services and was approved to do so by the U.S. Small Business Administration. New West owns 51% of the JV.
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+ New West specializes in management systems, strategic planning, engineering and analysis of clean energy, smart grid, advanced transportation and environmental technologies, markets, and policies for federal agencies such as the Department of Energy, the Department of Transportation and the Department of Defense (Navy and Air Force). They also provide similar services for various other federal agencies, national laboratories (such as Oak Ridge National Laboratory, and the National Renewable Energy Laboratory), state agencies and private companies.
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+ Cybergy Labs specializes in innovative solutions to critical infrastructure challenges, and is a technology accelerator with experience in business development and grant proposal preparation in Tech to Market programs for the U.S. Federal Government and the commercial sector. One example of technology developed by Cybergy Labs for the enterprise software market is SmartFile. The patent-pending SmartFile technology, with more than 37,000 beta-users, connects digital documents to the internet, including all types of Microsoft Office and Adobe PDF files. This innovation is designed to take an organization s security a level deeper into documents and files themselves and provides real-time reporting when documents are opened or viewed, printed, saved or shared with others. Further, it provides real-time reports to alerts when sensitive files have been leaked or when unauthorized users (hackers) gain access and open documents. Cybergy Labs plans to release the first commercial version of SmartFile in 2015.
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+ Primetrix provides contracting, compliance and growth services, often referred to as shared services . Primetrix assists with our Merger and Acquisition ( M&A ) integration process and provides five essential service offerings, including:
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+ Bid & Proposal for government contractors;
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+ Compliance related to corporate and contract operations throughout an engagement s lifecycle;
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+ HR, compliance, ERISA and recruiting;
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+ IT support services including security; and
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+ Accounting services.
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+ Corporate Information and Recent Developments
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+ The Company was incorporated as Auror Capital Corp. under the laws of the State of Nevada in March 2006. In January 2010, the Company changed its name to Mount Knowledge Holdings, Inc. ( MKHD ). Pursuant to the Merger Agreement described below, the Company changed its name to Cybergy Holdings, Inc.
+ 
+ On October 3, 2014, MKHD finalized the Agreement and Plan of Merger (the Merger Agreement ) with MK Merger Acquisition Sub, Inc., a wholly-owned subsidiary of MKHD ( Merger Sub ), Access Alternative Group S.A., and Cybergy Partners, Inc. providing for the merger of Merger Sub with and into Partners (the Merger ), with Partners surviving the Merger as a wholly-owned subsidiary of Cybergy. Pursuant to the Merger Agreement, the shareholders of Partners and MKHD exchanged shares in the respective companies for 88% and 12% ownership, respectively, of the surviving company. All shares have been adjusted to reflect the post-merger, post reverse spilt share amounts. 
+ 
+ The Merger of Partners and MKHD resulted in the owners and management of Partners obtaining actual and effective voting and operating control of the combined company. The Merger was treated as a public shell reverse acquisition and therefore treated as a capital transaction in substance, rather than a business combination. The historical financial statements of MKHD before the Merger were replaced with the historical financial statements of Partners before the Merger. As a result of the Merger, Cybergy acquired the business of Partners, and has continued the existing business operations of Partners.
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+ Partners (previously Civergy, Inc.) was formed in 2013 to facilitate the acquisitions of New West and Cybergy Labs ( Labs ).
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+ Effective January 1, 2014, Partners entered into an Equity Purchase Agreement (the EPA ) with the Member of New West. Under the EPA, Partners purchased all the assets, liabilities, and equity of New West for a purchase price of approximately $7.4 million, as adjusted based on certain earnout provisions in 2014 and 2015. See Note Q on Page F-44 in the Notes to Consolidated Financial Statements.
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+ Additionally, Partners and Labs entered into a Share Exchange Agreement effective January 1, 2014, whereby Labs transferred all assets, liabilities and equity to Partners in exchange for 4,851,258 shares of Series C preferred stock.
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+ New West was a limited liability company formed in the State of Colorado in January 1998 as Heritage Technologies, LLC and was reorganized as New West Technologies, LLC in the State of Colorado in September 2004. New West provides technical, management, and analytical solutions in the areas of advanced transportation technology , engineering systems , environmental analysis , policy, regulatory and outreach support , program planning and evaluation , renewable energy systems , systems analysis and deployment , and Tribal development.
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+ New WestEnergetics Joint Venture, LLC, formerly EnergyWorks Joint Venture, LLC (the JV ), was organized in the State of Maryland in 2006. The JV was created by its members to bid on a specific procurement with the U.S. Department of Energy for technical, engineering, analytical, and management support services and was approved to do so by the U.S. Small Business Administration. New West owns 51% of the JV.
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+ During 2013, NWBSS, LLC ( NWBSS ) was formed as a limited liability company in the State of Colorado and was a wholly-owned subsidiary of New West. NWBSS did not have activity during 2013. NWBSS was spun out as a wholly-owned subsidiary of Partners in September 2014 and changed its name to Primetrix. Primetrix is a business services provider designed to give organizations the edge they need when facing the demands of a dynamic and complex government contracting environment. Primetrix offers the opportunity for small and mediumsized businesses to leverage efficiencies of scale in back office support, streamlining operations, ensuring compliance with federal government regulations and guidelines, and providing the knowledge they need to make the best decisions for the health of their brands.
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+ Formed in 2011, Labs (formerly BION Enterprises, LLC) was created as a midtier SoftwareasaService (SaaS) firm, focused on four primary areas: intellectual property protection, business intelligence, workflow management, and fighting fraud. Lab s flagship product, SmartFile, is a document tracking software monitoring human interaction with their digital documents. In 2014, Labs expanded its scope to including other technologies focused on critical infrastructure solutions. 
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+
+ 
+ Cybergy s post-merger authorized capital stock consists of 3,000,000,000 shares of common stock, $0.0001 par value per share and 300,000,000 shares of preferred stock, par value $0.0001 per share, consisting of 1,000 shares of Series B Convertible preferred stock and 250,000,000 shares of Series C Convertible preferred stock ( Series C preferred stock ). Each share of the Series C preferred stock is convertible into 10 shares of our common stock. Prior to the consummation of the transactions contemplated by the Merger Agreement, there were 20,420,229 shares of MKHD common stock issued and outstanding and 242,172,355 of MKHD Series A preferred stock, which were converted into Series C preferred stock, and the Series A preferred shares were cancelled. Certain of the shareholders had piggyback registration rights granted to them in a Securities Purchase Agreement, dated February 1, 2012. Prior to the Merger, Partners had 3,256,444 shares of common stock and 10,000 shares of Series A preferred stock outstanding. The Series A preferred stock were cancelled prior to the merger.
+ 
+ At the Effective Date of the Merger:
+ 
+ 
+ Each issued and outstanding share of the MKHD common stock remained issued and outstanding;
+
+ 
+ 
+ Each issued and outstanding share of MKHD s Series A preferred stock was converted into 0.2 shares of Series C preferred stock and all shares of the Series A preferred stock were cancelled.
+
+ 
+ 
+ Each issued and outstanding share of Partners common stock, par value $0.0001 per share (the Company common stock ), issued and outstanding immediately prior to the Effective Time was converted automatically into 14.20 shares of the Series C preferred stock (the Merger Consideration ), subject to dilution based upon the final amount of convertible debentures issued in conjunction with the Merger. After adjustment for the issuance of the convertible debentures, the final conversion ratio was approximately 12.13.
+
+ 
+ All convertible debentures issued by Partners were amended, by their terms, and are convertible into Series C preferred stock. Cybergy also issued 1,000 shares of Series B preferred stock to one of the Company s officers and director.
+ 
+ On December 5, 2014, Cybergy declared a reverse 1:10 split of its common stock which was effective December 22, 2014. All convertible amounts in any debt, preferred stock, or warrant instruments were automatically adjusted.
+ 
+ On September 18, 2015, the Company filed with the State of Nevada an amendment of its Certificate of Designation for its Series C preferred stock approved by its Board of Directors and the holders of the majority of the shares of Series C preferred stock. Until the first anniversary of the effectiveness of this Registration Statement on Form S-1, the holders of the Company s Convertible Preferred Stock will not directly or indirectly, convert, offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of the Company s convertible preferred stock. 
+ 
+ Senior secured convertible debt
+ 
+ In conjunction with the EPA, Partners issued $1,000,000 of Senior Secured Convertible Debentures ( EPA notes ). In connection with the Merger, Partners issued $2,525,000 of Senior Secured Convertible Debentures in September and October 2014 (the follow-on notes ). The debentures are convertible at a holder s option at any time prior to maturity into shares of the Company s Series C preferred stock. Each $100,000 of face value is convertible into 227,840 shares of Series C preferred stock at $0.4389 per preferred share; or the equivalent of $0.04389 per share of Cybergy s common stock. Additionally, for each $100,000 of face value, the holder received 227,840 shares of Series C preferred stock ( Additional Shares ) for no additional consideration. 
+ 
+ In conjunction with the issuance of the EPA notes, Civergy Partners, Inc. agreed to file a registration statement on or before June 1, 2014. As a result of the delayed filing of a Form S-1, the holder of the EPA notes received 20,000 shares of Civergy Partners common stock in July 2014 in lieu of the penalty interest due, which converted to 256,000 shares of Cybergy Series C preferred stock in conjunction with the Merger. As of September 15, 2015, we have repaid $500,000 of the EPA notes. In conjunction with the payoff, the holder has returned the 128,000 shares to the Company under the amended repayment agreement. 
+ 
+ 
+ In a transaction, dated September 18, 2015, the Company sold an additional $500,000 of Senior Secured Convertible Notes to an investor. In connection with the sale of the Note, in lieu of Additional Shares of Series C preferred stock, the Company issued the investor 1,139,200 shares of the Company s common stock and warrants to purchase 22,784,000 shares of the Company s common stock at $0.10 per share before the fifth anniversary of the issuance of the Warrants. 
+ 
+ Pursuant to a registration rights agreement, we were required to file a registration statement for the resale of the common stock issuable upon conversion of the convertible debentures, Additional Shares, and exercise of the warrants by December 3, 2014. Because we failed to file by that date, we were subject to a monthly penalty, equal to 1.0% of the aggregate purchase price of the convertible debentures (not to exceed 20%) until we filed the registration statement. As a result of our failure to file by the required date, the convertible debt holders are due a 6% fee. 
+ 
+ 7
+ 
+ 
+
+ 
+
+ 
+ Outstanding and fully diluted shares
+ 
+ The following table reflects our outstanding securities, assuming conversion of the debentures, exercise of warrants and issued stock options, and pro-forma effect of the Member settlement, reflected in common shares, as if outstanding at September 15 , 2015:
+ 
+ 
+ Current 
+ Fully diluted 
+ 
+ 
+ Pro-forma adjustment for Member settlement (1) 
+ 
+ 
+ Fully Diluted
+Pro-forma 
+ 
+ 
+ Common Stock Registered with this Registration Statement
+(2) 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Common shares of Cybergy free trading/registered 
+ 
+ 
+ 5,744,539 
+ 
+ 
+ 
+ - 
+ 
+ 
+ 5,744,539 
+ 
+ 
+ - 
+
+ Common shares of Cybergy restricted 
+ 
+ 
+ 16,145,264 
+ 
+ 
+ - 
+ 
+ 
+ 16,145,264 
+ 
+ 
+ 8,164,356 
+
+ Shares issuable upon conversion of convertible debentures
+ 
+ 
+ 86,009,600 
+ 
+ 
+ - 
+ 
+ 
+ 86,009,600 
+ 
+ 
+ 86,009,600 
+
+ Series C preferred stock
+ 
+ 
+ 535,176,316 
+ 
+ 
+ (133,226,866 ) 
+ 
+ 401,949,450 
+ 
+ 
+ 127,448,390 
+
+ Warrants for Series C preferred stock
+ 
+ 
+ 6,562,020 
+ 
+ 
+ - 
+ 
+ 
+ 6,562,020 
+ 
+ 
+ 6,562,020 
+
+ Warrants for common stock
+ 
+ 
+ 22,985,755 
+ 
+ 
+ - 
+ 
+ 
+ 22,985,755 
+ 
+ 
+ - 
+
+ Vested and unvested common stock option grants
+ 
+ 
+ 14,850,506 
+ 
+ 
+ - 
+ 
+ 
+ 14,850,506 
+ 
+ 
+ - 
+
+ 
+ 
+ 687,474,000 
+ 
+ 
+ (133,266,866 ) 
+ 
+ 554,247,134 
+ 
+ 
+ 228,184,366 
+
+ ____________
+ (1) On May 8, 2015, the Company and the Member settled the litigation initiated in September 2014. Under the terms of the agreement, the Company has agreed to establish an ESOP for its employees before December 1, 2015. The ESOP will purchase from the Member that amount of Cybergy stock equal to a current market value of $2,565,000. After the repurchase, the remainder of the Cybergy stock owned by the Member will be canceled. The Member currently owns 15,451,258 shares of our Series C preferred stock, convertible into 154,512,580 shares of common stock which represents 23.9% of our fully diluted common shares. For example, using a share value of $0.133 , the closing price of September 15 , 2015 to approximate market value, we would cancel 135,226,866 shares of common equivalents or approximately 20.9 % of our fully diluted common shares. 
+ 
+ (2) Subject to selling Restrictions. 
+ 
+ The Offering 
+ 
+ Common Stock Offered 
+ 
+ 228,184,366 shares, all of which are being offered by the selling stockholders or held by the Company. 
+
+ 
+ 
+ 
+ Common Stock Outstanding 
+ 
+ 21,889,803 shares of common stock as of September 15 , 2015. Does not include shares issuable upon the conversion of the convertible debentures, Series C preferred stock, the exercise of the warrants, or shares which vest under the 2014 Stock Option Plan. 
+
+ 
+ Common Stock to be Outstanding
+ Immediately after the Offering
+ 
+ 21,889,803 plus 220,020,010 shares assuming the full conversion of the convertible debentures, conversion of the Series C preferred stock, and full exercise of the warrants , as noted in the table above for a total of 241,909,813 shares. 
+
+ 
+ 
+ 
+ Use of Proceeds
+ 
+ The selling stockholders will receive all of the proceeds from the sale of their shares offered by them under this prospectus. We will receive any proceeds from the sale of the shares owned by us. If the debentures are converted in full, our outstanding debt will be reduced by $3,525,000 and if the warrants are exercised in full for cash we will receive approximately $143,000 upon such exercise. 
+
+ 
+ 
+ 
+ Dividend Policy
+ 
+ We have never declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See Dividend Policy .
+
+ 
+ 
+ 
+ Risk Factors
+ 
+ You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the Risk Factors section beginning on page 9 of this prospectus before deciding whether or not to invest in our common stock.
+
+ 
+ 
+
+ 8

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully including the section entitled Risk Factors before making an investment decision. GelTech Solutions, Inc., is referred to throughout this prospectus as GelTech, we, our or us. Our Company GelTech is a leading provider of innovative, environmentally friendly and cost-effective products that help government agencies, industry, agriculture, and the public achieve goals such as water conservation and protecting lives, homes and property from fires. GelTech generates revenue primarily from marketing the following three products: (1) FireIce , a water enhancing powder that can be utilized both as a fire suppressant in urban firefighting, including underground utility fires, and in wildland firefighting and as a medium-term fire retardant to protect wildlands, structures and firefighters; and the equipment used to apply FireIce , such as the Emergency Manhole FireIce Delivery System, or EMFIDS, an innovative system designed to deliver FireIce into a manhole in the event of a fire; (2) Soil2O Dust Control and Soil2O Soil Cap, our product offerings used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues and (3) Soil2O Topical and Soil2O Granular, products which reduce the amount of water necessary to sustain plant growth and which are primarily marketed to golf courses, commercial landscapers and the agriculture market. Other products currently being marketed include (1) FireIce Home Defense Unit, a system for applying FireIce to structures to protect them from wildfires; and (2) GT-W14, an industrial absorbent powder used to contain and clean up industrial liquid spills; and (3) FireIce Shield, a product used to protect industrial assets and agricultural stockpiles. Corporate Information We are a Delaware corporation. Our principal executive offices are located at 1460 Park Lane South, Suite 1, Jupiter, Florida 33458. Our phone number is (561) 427-6144 and our website can be found at www.geltechsolutions.com. The information on our website is not incorporated into this prospectus. 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 Amount of Registration Fee Common stock, $0.001 par value per share 8,965,601 $ 0.38 $ 3,384,514.38 $ 340.82 Total 8,965,601 $ 0.38 $ 3,384,514.38 $ 340.82 (1) Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c). The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the registrant s common stock as reported on the OTCQB on October 1, 2015. The registrant hereby amends this registration statement on such date or date(s) 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. THE OFFERING Common stock outstanding prior to the offering: 48,220,623 shares Common stock offered by the selling shareholder: 8,965,601 shares, of which 291,097 are currently outstanding and owned by the selling shareholder Common stock outstanding immediately following the offering: 56,895,127 shares Use of proceeds: We will not receive any proceeds from the sale of the shares of common stock.

parsed_sections/prospectus_summary/2015/CIK0001409916_nobilis_prospectus_summary.txt

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+PROSPECTUS SUMMARY This summary is not complete and does not contain all of the information you should consider before investing in the securities offered by this prospectus. You should read this summary together with the entire prospectus, including our financial statements, the notes to those financial statements, and the other documents identified under the headings Where You Can Find More Information in this prospectus before making an investment decision. See the Risk Factors section of this prospectus on page 10 for a discussion of the risks involved in investing in our securities.

parsed_sections/prospectus_summary/2015/CIK0001412232_vwr-corp_prospectus_summary.txt

@@ -0,0 +1 @@
+S-1/A 1 d927796ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 1, 2015 No. 333-204363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VWR Corporation (Exact name of registrant as specified in its charter) Delaware 5040 26-0237871 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Radnor Corporate Center Building One, Suite 200 100 Matsonford Road Radnor, Pennsylvania 19087 (610) 386-1700 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) George Van Kula Senior Vice President, Human Resources, General Counsel and Secretary Radnor Corporate Center Building One, Suite 200 100 Matsonford Road Radnor, Pennsylvania 19087 (610) 386-1700 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: Dennis M. Myers, P.C. Jonathan A. Schaffzin William J. Miller Kirkland & Ellis LLP Cahill Gordon & Reindel LLP 300 North LaSalle 80 Pine Street Chicago, Illinois 60654 New York, New York 10005 (312) 862-2000 (212) 701-3000 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, 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company 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 (2)(3) Common Stock, $0.01 par value per share 18,400,000 $27.93 $513,912,000 $59,716.57 (1) Includes the offering price of the shares of common stock that may be sold if the underwriters exercise their option to purchase additional shares. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. In accordance with Rule 457(c) of the Securities Act of 1933, as amended, the price shown is the average of the high and low selling prices of the Common Stock on May 19, 2015, as reported by The Nasdaq Stock Market. (3) This amount was previously paid in connection with the initial filing of this Registration Statement. 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 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. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. Subject to Completion Preliminary prospectus dated June 1, 2015 P R O S P E C T U S 16,000,000 Shares VWR Corporation Common Stock The selling stockholder is offering 16,000,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholder. Our common stock is listed on The NASDAQ Global Select Market under the symbol VWR. On May 29, 2015, the last sale of our common stock as reported on NASDAQ was $27.27 per share. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 17 of this prospectus. Per Share Total Public offering price $ $ Underwriting discounts $ $ Proceeds, before expenses, to the selling stockholder $ $ The selling stockholder identified in this prospectus has granted the underwriters an option to purchase, on the same terms and conditions as set forth above, up to an additional 2,400,000 shares within 30 days from the date of this prospectus. We will not receive any of the proceeds from the sale of shares by the selling stockholder if the underwriters exercise their option to purchase additional shares. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares on or about , 2015. BofA Merrill Lynch Goldman, Sachs & Co. J.P. Morgan Barclays Deutsche Bank Securities Citigroup Jefferies William Blair Cowen and Company Mizuho Securities SMBC Nikko Drexel Hamilton Loop Capital Markets The date of this prospectus is , 2015. Table of Contents MARKET, RANKING AND OTHER INDUSTRY DATA This prospectus includes industry data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent industry publications and surveys and other information available to us. The data included in this prospectus regarding our market share position in the laboratory products market is based on our 2014 net sales as compared to other participants in such market. Our belief that we have the #1 market share position in Europe and the #2 market share position in North America in the approximately $39 billion global laboratory products market is based primarily upon our experience within this market, its competitive landscape and our internal estimates as to the sales generated by our principal competitors from the sale of laboratory products, services and solutions. We have made certain adjustments to the financial information publicly reported by these principal competitors to exclude sales generated from the sale of certain other medical products to the European and North American markets. Similarly, our belief that we have the broadest Pan-European platform is based on a comparison of the number of countries that we serve versus our principal competitor as estimated by us based on customer feedback. The industry publications we reference herein include Frost & Sullivan s 2014 Annual Report: Forecast and Analysis of the Global Market for Laboratory Products (published October 2014) and R&D Magazine s 2014 Global R&D Funding Forecast (published December 2013). References in this prospectus to the approximately $39 billion global laboratory products market are based upon the global sales of laboratory products in 2013, as calculated by Frost & Sullivan. References in this prospectus to the size of the laboratory services market and the laboratory chemicals market are based upon the global 2013 sales into such markets as calculated by Frost & Sullivan in a report commissioned by us titled Market Size of Global and U.S. Laboratory Services Market and Laboratory Chemicals Market Clarification (commissioned July 2014). References in this prospectus to the size of the bioprocess chemicals and consumables market are based upon the global 2013 sales into such market as calculated by Frost & Sullivan in a report commissioned by us titled US and Global Validation of the Bioprocess Chemicals and Consumables Market (commissioned August 2014). References in this prospectus to the estimated $1.6 trillion global investment in research and development in 2014, including spending in such industries as life science (approximately $200 billion), energy (approximately $20 billion) and chemistry and advanced materials (approximately $45 billion), are based upon estimates provided by R&D Magazine. Some data is also based on our good faith estimates, which are derived from management s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk Factors in this prospectus. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources. Table of Contents educational and governmental institutions. Our global infrastructure and extensive inventory enable us to serve our customers in and across multiple geographies, and our local presence enables us to provide them with tailored expertise and support. We have developed global strategic relationships with our largest customers through which we centrally manage and actively collaborate with them, help optimize the efficiency of their research, production and procurement activities and support them with dedicated on-site professionals and technicians. Because we source substantially all of our products from third-parties, we are independent and able to provide our customers with access to an unbiased and broad selection of products. We also have longstanding and extensive supplier relationships and serve as the largest, independent channel in the laboratory products market for many of our suppliers. Our supplier base is comprised of approximately 4,500 core laboratory product suppliers located across the globe. In 2014, our five largest suppliers were Corning, Eppendorf, GE Healthcare, Merck KGaA and Thermo Fisher Scientific. We strive to maintain strong relationships with our suppliers, and most of our larger suppliers have been with us for more than 20 years. We are also an important market channel for thousands of specialized manufacturers of complex and sophisticated scientific tools. Our suppliers rely upon our global network to reach a diverse customer base and to minimize the need for in-house distribution capabilities, thereby enabling them to allocate more resources to their core competencies. Our strategy within our manufacturing operations is generally to avoid competing with our suppliers product offerings. We believe that this independence is valued by our suppliers. Our global infrastructure consists of over 160 facilities located in 34 countries, which enable us to deliver a broad array of products to our customers generally within 24 to 48 hours. We also have approximately 3,100 sales and sales support professionals operating locally and managing comprehensive industry-specific marketing programs, emphasizing tailored catalogs, websites and direct mailings in multiple languages. Our two low-cost offshore captive service centers employ an additional 800 associates who provide commercial and administrative support services to us, our customers and suppliers. We have made significant investments in our infrastructure, including approximately $70 million recently to expand and upgrade distribution facilities and implement a common enterprise resource planning and global website platform in the Americas. During 2014, on average we processed approximately 17,000 customer orders per day, with an average order size of approximately $700. Over half of our customer orders came from our e-commerce platforms, including many from customers that have an e-commerce integration with us. We believe our global infrastructure and our longstanding customer and supplier relationships provide us with a sustainable competitive advantage given the significant time and costs required to develop and maintain them. We expect to continue to benefit from our global infrastructure and capabilities as we execute on our growth strategies. Our growth strategies include expanding our global strategic relationships, developing complementary new products and services, expanding our customer and supplier base, implementing our best practices across our operations, broadening our offerings to underserved customer segments and executing our targeted acquisition strategy. We generated net sales of $1,029.6 million, Adjusted EBITDA of $106.8 million, Adjusted Net Income of $43.8 million and net income of $71.5 million for the three months ended March 31, 2015. We generated net sales of $4,375.3 million, Adjusted EBITDA of $449.4 million, Adjusted Net Income of $158.3 million and net income of $152.6 million for the year ended December 31, 2014. Since 2006, the year prior to our acquisition by the Sponsors, we have been able to increase net sales and Adjusted EBITDA at compound annual growth rates of 3.8% and 8.5%, respectively, we have improved our gross margin from 27.1% to 28.4% and we have improved our Adjusted EBITDA margin from 7.2% to 10.3% through 2014. See Summary Historical Consolidated Financial Data for the definitions of Adjusted EBITDA and Adjusted Net Income, the reason for their inclusion and a reconciliation from net income to Adjusted Net Income and Adjusted EBITDA. Table of Contents Table of Contents NON GAAP FINANCIAL MEASURES We have included both financial measures compiled in accordance with generally accepted accounting principles in the United States ( GAAP ) and certain non-GAAP financial measures in this registration statement, of which this prospectus forms a part, including Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, Net Debt and Free Cash Flow (the Non-GAAP Measures ) and certain ratios derived therefrom. These Non-GAAP Measures, as presented in this prospectus, are supplemental measures of our financial performance that are not required by, or presented in accordance with, GAAP. These Non-GAAP Measures are not measures of our financial performance under GAAP and should not be considered as alternatives to net sales, net income or loss, earnings per share or total indebtedness or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We calculate Adjusted Net Income by excluding the following pre-tax items from net income: (i) amortization of acquired intangible assets; (ii) net foreign currency remeasurement gain or loss from financing activities; (iii) charges for restructuring and other cost-reduction initiatives; (iv) impairment charges; (v) gain or loss from business disposals; (vi) loss on extinguishment of debt; (vii) charges associated with executive departures; and (viii) other costs or credits that are either isolated or cannot be expected to recur with any regularity or predictability. From this amount, we then add or subtract an assumed incremental income tax impact on the above noted pre-tax adjustments using estimated tax rates. We calculate Adjusted EPS by dividing our Adjusted Net Income by our weighted average shares outstanding on a diluted basis as adjusted for an amount of shares that would have been reported under GAAP had our initial public offering and the recapitalization occurred at the beginning of the earliest period presented. We calculate Adjusted EBITDA by excluding the following items from Adjusted Net Income: (i) interest expense, net of interest income; (ii) depreciation expense; (iii) share-based compensation expense; and (iv) income tax provision applicable to Adjusted Net Income. Beginning in the first quarter of 2015, we changed our calculations of Adjusted Net Income and Adjusted EPS so that they include share-based compensation expense. Adjusted EBITDA continues to exclude share-based compensation expense. Historical Adjusted Net Income and Adjusted EPS for the years ended December 31, 2014, 2013 and 2012 have been restated herein to reflect the new method of calculation. Net Debt is our total debt and capital lease obligations less our cash equivalents and compensating cash balance. Free Cash Flow is our net cash provided by or used in operating activities less capital expenditures. We believe the presentation of these Non-GAAP Measures enhances an investor s understanding of our financial performance as it provides investors with a useful tool for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. We consider these Non-GAAP Measures to be key indicators of our operating performance and use them for planning purposes and in measuring our performance relative to that of our competitors. We believe that Non-GAAP Measures are useful financial metrics to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. Our Non-GAAP Measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: the Non-GAAP Measures do not reflect changes in, or cash requirements for, our working capital needs; Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt and capital lease obligations; Table of Contents Industry Overview We operate primarily in the global life science, general research and applied markets, which include customers in the Biopharma sector, as well as industries such as agriculture, chemical, environmental, food and beverage, healthcare, microelectronic and petrochemical. Our product offering to these customers has primarily consisted of laboratory products, which we estimate generated approximately $39 billion of global sales in 2013 based on Frost & Sullivan estimates, and continues to be our largest single market. According to Frost & Sullivan, the global laboratory products market is projected to continue to expand by 2% annually through 2015. We recently began offering additional complex value-added services in the laboratory services market, which Frost & Sullivan estimated in a study commissioned by us to be approximately $4 billion in 2013 and growing in the high single to low teen digits. We have also expanded our internal bioprocess chemicals and consumables manufacturing business, which provides products and chemicals used in the production of biopharmaceuticals, diagnostics and other products, both through organic efforts and through targeted acquisitions. In a study commissioned by us, Frost & Sullivan estimated the bioprocess chemicals and consumables market to be approximately $6 billion in 2013 and growing at approximately 10% to 12% annually. Further, we are expanding our offering of products and services in sectors such as certain production and industrial segments. As a result of the addition of these new services and customer categories, we believe we have expanded our total addressable market. The following table presents the primary applications of our products, services and solutions for the customers in each industry we serve: Industry Sectors Applications Biopharma Discovery, development and production of therapeutics, including compliance with Food and Drug Administration requirements for quality testing, documentation and supply chain security Agriculture Research related to plants, animals and fungi aimed at increasing quality, yields and resistance to environmental conditions Chemical Chemical research and development, analytical testing and production of chemicals Environmental Testing of water and other materials to ensure adherence to regulatory requirements or specifications Food and Beverage Testing of ingredients and final food and beverage products to ensure public health and safety Healthcare Testing of specimens by medical or clinical laboratories to gain information about the health of a patient Microelectronic Production of semiconductor products and applications in controlled environments Petrochemical Testing of raw materials, intermediates and final products to ensure adherence to specifications The global laboratory products market is highly fragmented. We estimate that its two largest participants, us and the laboratory product distribution and service business of Thermo Fisher Scientific, accounted for approximately 28% of this market s aggregate sales in 2014. Most other participants are either regional and specialty distributors or manufacturers that sell directly to their customers. Due to the large number of laboratory product suppliers and distributors, customers have historically been required to maintain a complex procurement infrastructure in order to source their desired products. Customers are increasingly seeking to reduce the total cost of procurement by eliminating complexity and improving the effectiveness of their supply chain by utilizing a full service platform such as VWR. Table of Contents TABLE OF CONTENTS Page MARKET, RANKING AND OTHER INDUSTRY DATA ii NON GAAP FINANCIAL MEASURES iii PROSPECTUS SUMMARY 1

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+summary of material information provided in this Prospectus is intended for quick reference only. The remainder of this Prospectus contains more detailed information. Please read the entire Prospectus, including the Statement of Additional Information and all exhibits to the Prospectus, before deciding to invest in Units. This Prospectus is dated [ ], 2015. Any December 31, 2014 financial information disclosed herein is unaudited. ____________________ The Fund Seneca Global Fund, L.P., or the Fund, was formed as a Delaware limited partnership on March 23, 2007. Series I, B and A Units commenced trading on September 1, 2008, November 1, 2008 and December 1, 2008, respectively. Units of each Series are offered as of the open of business each Wednesday, or if Wednesday is a bank holiday, the next following business day, at the Net Asset Value per Unit of the relevant Series as of the close of business on the preceding day. The term of the Fund is perpetual (unless terminated earlier in certain circumstances). There is no maximum subscription amount that may be contributed to the Fund. The principal office of the Fund, where its books and records are kept, is located at the principal office of the General Partner: Steben & Company, Inc., 9711 Washingtonian Blvd., Suite 400, Gaithersburg, Maryland 20878 and its telephone number is (240) 631-7600. The Units The Fund issues Units in four Series: Series A, Series B, Series C and Series I Units, each of which represents units of fractional undivided beneficial interests in and ownership of the Fund. Series A, B and I Units are identical in all respects except for the fees and expenses charged to each Series of Units, as described in the Fees & Expenses table contained herein. Series A Units are sold by selling agents that receive a Selling Fee as described below. Generally, Series B and I Units are available through approved selling agents or registered investment advisers who are directly compensated by the investor through a fee based advisory program. Investors whose accounts are held at a brokerage firm requiring a broker dealer servicing fee may not purchase Series I Units. Series I Units will generally not be offered through selling agents or registered investment advisers that require the General Partner to bear the costs of custodial services for Series I Units. Series A, B and I Units will be re-designated as Series C Units with lower expenses only as they each reach a certain limit on fees, as described below. The General Partner may, in its sole discretion, authorize additional Series of Units as it deems necessary and in the best interests of the Fund. The estimated profit needed to break even, during the first year following investment, on an assumed investment of $10,000 in each series of Units is as follows: Series A Units – $786 or 7.86% Series B Units – $588 or 5.88% Series C Units – $424 or 4.24% Series I Units – $512 or 5.12% Series C Units are not available for purchase, rather are issued in exchange for Series A, B and I Units once such units reach a certain limit on fees, as described herein. It is not anticipated that such limit will be reached until after an investor s initial twelve (12) months of investment. Purchases and Redemptions of Units Units of the Fund are offered on a "best-efforts" basis, without any firm commitment to sell or purchase any specific number of Units as of the open of business on each Wednesday, or if Wednesday is a bank holiday the next following business day, at the Net Asset Value per Unit of the relevant Series as of the close of business on the preceding day. The minimum investment is $10,000. The minimum investment for existing Limited Partners of a Series of Units subscribing for additional Units of that Series is $2,500. The General Partner, in its sole discretion, may waive these minimums. Subscription funds will be held in an account at Bank of America in Rockville, Maryland, U.S.A. pending acceptance and payment to the Fund at the applicable Weekly Closing (as defined below) as appropriate. Interest income earned on subscriptions pending investment will be treated either as an asset of the Fund as a whole or may be allocated to the particular subscriber in the General Partner s discretion. With respect to subscribers whose subscriptions are not accepted, such subscription monies will be returned promptly without interest, generally within fifteen (15) days. As of December 31, 2014, the value of the General Partner s interest in the Fund was $836,215. TABLE OF CONTENTS Section Page ARTICLE I DEFINITIONS 1 ARTICLE II FORMATION AND PURPOSE 8 2.1 Formation 8 2.2 Name 8 2.3 Purpose; Business 9 2.4 Status and Duration 9 2.5 Registered Office and Registered Agent; Principal Office 9 2.6 Partners Not Agents 9 ARTICLE III MANAGEMENT AND TRADING POLICIES 9 3.1 Management of the Partnership 9 3.2 The General Partner 10 3.3 Trading Advisors 11 3.4 General Trading Policies 12 3.5 Tax Related Actions 12 3.6 Other Activities 13 3.7 Admission of Additional General Partners 13 3.8 Authority 13 ARTICLE IV NET WORTH OF GENERAL PARTNER 13 4.1 Net Worth Generally 13 4.2 Other Limited Partnerships 13 4.3 NASAA Guidelines 14 ARTICLE V CAPITAL CONTRIBUTIONS; OFFERING OF UNITS; PARTNERS 14 5.1 General Partner Capital Contributions 14 5.2 Limited Partner Units; Limited Partners 14 5.3 Certain Rights of the Limited Partners 16 ARTICLE VI TRANSFERS OF LIMITED PARTNER INTERESTS 16 6.1 Restrictions on Transfers of Limited Partner Interests 16 6.2 Obligations of Transferors of Limited Partner Interests 17 6.3 Obligations of Transferees of Unit 17 6.4 Effect of Non-Complying Transfers 17 ARTICLE VII ALLOCATION OF PROFITS AND LOSSES; ACCOUNTING MATTERS 18 7.1 Capital Accounts 18 7.2 Allocations 18 7.3 Allocation of Profit and Loss for Federal Income Tax Purposes 19 7.4 Net Asset Value 20 7.5 Interest on Assets 20 ARTICLE VIII REDEMPTIONS, DISTRIBUTIONS AND WITHDRAWALS 20 8.1 Redemptions 20 8.2 Distributions 21 8.3 Trading Suspension Redemption Right 21 8.4 Voluntary Withdrawal of a General Partner 21 8.5 Required Withdrawal of a General Partner 21 8.6 Payment to Withdrawing General Partner 21 8.7 Required Withdrawal of a Limited Partner 22 FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SENECA GLOBAL FUND, L.P. This Fifth Amended and Restated Limited Partnership Agreement (the "Agreement") of Seneca Global Fund, L.P. (the "Partnership") is entered into as of June 1, 2012 by and among Steben & Company, Inc., a Maryland corporation (the "General Partner"), and those Persons who may hereafter be admitted to the Partnership as Limited Partners in accordance with the provisions hereof. PRELIMINARY STATEMENT WHEREAS, Steben & Company, Inc., in its capacity as the sole general partner of the Partnership executed and filed effective as of March 23, 2007 in the office of the Secretary of State of Delaware a Certificate of Limited Partnership of the Partnership in order to form the Partnership under the Delaware Act; WHEREAS, the General Partner entered into a Limited Partnership Agreement as of March 23, 2007 and most recently amended and restated the Limited Partnership Agreement as of September 1, 2011 (the "Existing Partnership Agreement"); and WHEREAS, the General Partner wishes to amend and restate the Existing Partnership Agreement in its entirety in accordance with Section 13.1 of the Existing Partnership Agreement to amend provisions in the Existing Partnership Agreement relating to the payment of certain fees. NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I DEFINITIONS Certain capitalized terms used in this Agreement have the meanings given them in this Article I, unless otherwise expressly provided herein or as otherwise required by the context. "Additional General Partner" has the meaning given it in Section 3.7(a). "Administrative Expenses" means the monthly administrative expenses to various third-party service providers, as well as the General Partner, covering all actual legal, accounting, clerical, postage, shipping and other back office expenses related to the administration of the Partnership and all associated costs incurred by the Partnership, payable by the Partnership with respect to each applicable series of Units monthly in arrears. Actual Administrative Expenses may vary, however charges to the Partnership shall not exceed 0.95% of the Partnership s Net Asset Value per annum. "Affiliate" of a specified Person, means any Person that directly, or indirectly through one or more intermediaries, Controls, is controlled by, or is under common Control with, such specified Person. "Agreement" means this Fifth Amended and Restated Limited Partnership Agreement, as executed and as subsequently amended and/or restated from time to time in accordance with the provisions hereof and the Delaware Act. "Bankruptcy" of a Person, means: (a) such Person (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of such nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of its properties; or (b) one hundred and twenty (120) days after the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without such Person s consent or acquiescence of a trustee, receiver, or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated. Without limiting the generality of the foregoing, if a Person is a partnership, Bankruptcy of such Person shall also include the Bankruptcy of any general partner of such Person. SENECA GLOBAL FUND, L.P. $23,054,276 Series A Limited Partnership Units $77,698,596 Series B Limited Partnership Units $92,290,714 Series I Limited Partnership Units Series C Limited Partnership Units Seneca Global Fund, L.P., or the Fund, was formed as a Delaware limited partnership on March 23, 2007. The Fund issues units of limited partnership interests, or Units, in four series, Series A, Series B, Series C and Series I, which represent units of fractional undivided beneficial interest in the Fund. Only Series A, B and I Units are being offered hereby. Series C Units will be issued in exchange for Series A, B and I Units in certain circumstances which are described herein. The Fund invests the proceeds of its offering of Units in the speculative trading of futures, options, and over-the-counter contracts, including currency forwards, traded in the United States and internationally. Steben & Company, Inc., or the General Partner, is a Maryland corporation registered with the Commodity Futures Trading Commission, or the CFTC, as a commodity pool operator and introducing broker, and is also registered with the Securities and Exchange Commission, or the SEC, as an investment adviser and a broker dealer. The General Partner is a member of the National Futures Association, or the NFA, and the Financial Industry Regulatory Authority, or FINRA. The General Partner serves as the commodity pool operator and as a selling agent of the Fund. Winton Capital Management Limited, or Winton; FORT, L.P., or FORT; Quantica Capital AG, or Quantica, and Quantitative Investment Management, LLC, or QIM; and together with Winton, FORT and Quantica, the Trading Advisors; are the Fund s commodity trading advisors. Each Trading Advisor trades the portion of the Fund assets allocated to it pursuant to its own trading program, together the Trading Programs. Winton trades pursuant to its Diversified Program, FORT trades pursuant to its Global Contrarian Program, Quantica trades pursuant to its Managed Futures Program, and QIM trades pursuant to its Global Program. The Trading Advisors will trade the Fund s assets allocated to them pursuant to the instruction of the General Partner. Units of each Series are offered to the public as of the open of business on each Wednesday at the Net Asset Value per Unit of the relevant Series at the close of business on the preceding day. As of December 31, 2014, the Net Asset Value of a Series I Unit, a Series B Unit and a Series A Unit, which initially sold for $100 as of September 1, November 1 and December 1, 2008, respectively, was $98.49, $83.49 and $71.58 respectively. Series A Units pay Selling Agent Fees monthly in arrears equal to 1/12th of 2.00% of the outstanding Series A Units Net Asset Value (2.00% per annum), prorated for partial months and adjusted for weekly subscriptions and redemptions, subject to the Fee Limit described in this Prospectus. Series B and I Units are not subject to Selling Agent Fees but are generally available only through approved selling agents or registered investment advisers who are directly compensated by the investor through a fee based advisory program. The Fund is a speculative managed futures fund and involves a high degree of risk. Limited Partners could lose all or substantially all of their investments in the Fund. See "The Risks Limited Partners Face" beginning on page 12. Futures trading is volatile and even a small movement in market prices could cause large losses. The Fund is speculative. A Limited Partner could lose all or substantially all of an investment, including any undistributed profits. The Fund is subject to conflicts of interests. This includes the risk of owing substantial compensation to the General Partner and the Trading Advisors regardless of the Fund s investment performance. The success of the Fund depends upon the skill of the Trading Advisors and their trading principals. The Fund must earn substantial trading profits and interest income each year (without reduction for redemption charges) to break even after all fees and expenses which include Trading Advisor Management Fees, Trading Advisor Incentive Fees (if a Trading Advisor is profitable), General Partner Management Fees, Brokerage Commissions and Trading Expenses, as well as Selling Agent Fees, Sales and Servicing Fees, Cash Manager Fees and Redemption Fees, with such fees and expenses charged being dependent upon the particular Series of Units in which a Limited Partner invests. During the first twelve (12) months of an investment, each Series of Units are subject to fees and expenses in the aggregate amount of approximately 8.17% of the Net Asset Value per annum for Series A Units (up to 10.13% if Series A Units are redeemed prior to the first anniversary of the subscription date), 6.19% of the Net Asset Value per annum for Series B Units, 4.55% of the Net Asset Value per annum for Series C Units and 5.43% of the Net Asset Value per annum for Series I Units (after reduction for interest income earned by the Fund and exclusive of the Trading Advisor Incentive Fee described herein). The Fund has a limited trading history as a multi-manager fund. There is no secondary market for the Units and redemptions are currently permitted only weekly. Redemption charges apply to Series A Units redeemed prior to the one-year anniversary of their purchase. The Fund s trading is leveraged. Leverage magnifies losses as well as profits on a trade. Prospective Limited Partners are encouraged to discuss a potential investment in the Fund with their individual financial, legal and tax advisors. The minimum initial investment (including IRAs and other tax exempt accounts) in the Fund is $10,000. The minimum additional investment by existing investors of the Fund is $2,500. Eligible investors must have (i) a net worth of at least $70,000, exclusive of home, home furnishings and automobiles, and an annual income of at least $70,000, or (ii) a net worth of at least $250,000, exclusive of home, home furnishings and automobiles. An investment in the Fund should not exceed 10% of an investor s net worth (in all cases exclusive of home, home furnishings and automobiles). Some States may require higher suitability standards. These securities have not been approved or disapproved by the 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. THE CFTC HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE CFTC PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. [ ], 2015 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 TO THIS POOL BEGINNING AT PAGE 6 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 10. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN this COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN this COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 12 THROUGH 19. 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 U.S. MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, U.S. REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-U.S. JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL S OBLIGATIONS OR THE POOL S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE. ___________________________ THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE FUND S REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC AT 100 F STREET, N.E., ROOM 1580, WASHINGTON, D.C. 20549. ___________________________ THE FUND FILES 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. Summary (cont d) To purchase Units, a subscriber s subscription must be received by the General Partner, at its main business office in Gaithersburg, Maryland, U.S.A., before 5:00 P.M. (Eastern) on the third business day prior to the last business day of the period for which the subscription is intended to be accepted by the Fund. If the day the subscriber s subscription is due is a bank holiday, a subscriber s subscription will be due before 5:00 P.M. (Eastern) on the business day immediately preceding such holiday. All subscriptions are irrevocable. However, if a subscription is received after a Weekly Closing deadline, it generally will be held until the next Weekly Closing, although the subscriber will be entitled to withdraw his held-over subscription any time prior to the beginning of the third full business day following the originally intended Weekly Closing. The General Partner, in its sole discretion, may reject any subscription in whole or in part for any reason. The General Partner will inform potential investors (or their selling agents), whether their subscriptions have been accepted or rejected on or around the last business day prior to the applicable Weekly Closing. A Limited Partner may redeem Units as of any Tuesday, each a Weekly Closing (each, a Redemption Date), provided that if any Redemption Date falls on a bank holiday, the Redemption Date will be the next following business day, at the Net Asset Value per Unit as of such date. A Limited Partner must provide prior written notice to the General Partner by 5:00 P.M. (Eastern) on the Friday preceding the applicable Redemption Date. If the date on which notice is due falls on a bank holiday, notice will be due by 5:00 P.M. (Eastern) as of the immediately preceding business day. Redemption requests are irrevocable. Partial redemptions must be for at least $1,000, unless such requirement is waived by the General Partner. In addition, the Limited Partner, if making a partial redemption, must maintain at least $10,000 or his original investment amount, whichever is less, in the Fund, unless such requirement is waived by the General Partner. The Fund will pay redemption proceeds as soon as practicable after the Redemption Date, and generally within fifteen (15) days after the Redemption Date. Limited Partners redemptions will be accounted for on a first in first out basis unless such requirement is waived by the General Partner. The Fund, in the General Partner s sole discretion and pursuant to the Fifth Amended and Restated Limited Partnership Agreement, may delay payment of the redemption proceeds if special circumstances require, including but without limitation circumstances involving a market emergency that prevents the liquidation of positions or a delay or default in payment to the Fund by the Futures Commission Merchants, Cash Managers or a bank, or if payment is restricted pursuant to the Delaware Revised Uniform Partnership Act. Limited Partners will be notified within three (3) business days after the Redemption Date, if any redemption cannot be honored under the terms hereof and their requests thereafter will be honored at the first available opportunity on a pro-rata basis. The General Partner may deny a redemption request if, in its sole discretion, such a redemption request would violate any applicable law, regulation or rule the Fund may be subject to. Risk Factors An investment in Units is speculative and involves a high degree of risk. The summary risk factors set forth below are intended merely to highlight certain risks of the Fund. The Fund has particular risks that are set forth elsewhere in this Prospectus. The Fund commenced operations on September 1, 2008 as a single manager fund and became a multi-manager fund on May 2, 2011. Therefore, a potential investor has only limited performance information to consider when making an investment decision. Past performance is not indicative of future results. All or substantially all of an investment, including any undistributed profits, in the Fund could be lost. The trading of the Fund takes place in very volatile markets. The Net Asset Value per Unit can vary significantly intra- and inter-week. The Fund is subject to the fees and expenses described herein and will be successful only if significant losses are avoided. The incapacity of the Trading Advisors principals could have a material and adverse effect on the Trading Advisors ability to discharge their obligations under the advisory agreements. ARTICLE IX BOOKS AND RECORDS 22 9.1 Maintenance 22 9.2 Inspection 22 ARTICLE X AUDITS; REPORTS TO LIMITED PARTNERS 22 10.1 Audit 22 10.2 Financial and Other Reports 22 10.3 Tax Return Information 23 ARTICLE XI SPECIAL POWER OF ATTORNEY 23 11.1 Appointment and Powers 23 11.2 Irrevocable 24 ARTICLE XII EXCULPATION AND INDEMNIFICATION 24 12.1 Exculpation 24 12.2 Indemnification 24 12.3 Notification of Claims 25 12.4 Third Party Claims 26 ARTICLE XIII AMENDMENT; CONSENTS FOR OTHER PURPOSES 26 13.1 Amendments Not Requiring Consent of Limited Partners 26 13.2 Amendment Requiring Consent of the Partnership 27 13.3 Waiver 27 13.4 Certain Amendments Requiring Consent of Affected Limited Partners 27 13.5 Amendments of Certificate 28 ARTICLE XIV DISSOLUTION AND WINDING UP 28 14.1 Events Causing Dissolution 28 14.2 Winding Up 28 14.3 Compensation of Liquidator 29 14.4 Distribution of Property and Proceeds of Sale Thereof 29 14.5 Final Audit 30 14.6 Deficit Capital Accounts 30 ARTICLE XV BENEFIT PLAN INVESTORS 30 Investment in Accordance with Law 30 ARTICLE XVI MISCELLANEOUS 31 16.1 Construction and Governing Law 31 16.2 Counterparts 33 16.3 Binding Effect 33 16.4 Offset 33 16.5 Remedies for Breach; Effect of Waiver or Consent 33 16.6 Further Assurances 33 "Broker Dealer Custodial Fee" means, with respect to Series B Units issued prior to October 1, 2011 that are held by broker dealers who act as custodian of such Units for the benefit of Limited Partners, a monthly fee payable in arrears equal to 1/12th of 0.60% of the outstanding Series B Units Net Asset Value (0.60% per annum), prorated for partial months and adjusted for weekly redemptions. "Broker Dealer Servicing Fee" means: (i) with respect to Series A Units issued prior to October 1, 2011, the fee payable by the Partnership with respect to Series A Units to selling agents monthly in arrears equal to 1/12th of 0.15% of the Series A Units Net Asset Value, (0.15% per annum), prorated for partial months and adjusted for weekly redemptions, subject to the Fee Limit; and (ii) with respect to Series B Units issued prior to October 1, 2011 that are not held by broker dealers who act as custodian for the benefit of Limited Partners, the fee payable by the Partnership with respect to such Series B Units monthly in arrears equal to 1/12th of 0.60% of the such Series B Units Net Asset Value (0.60% per annum), prorated for partial months and adjusted for weekly redemptions, subject to the Fee Limit. "Brokerage Commissions and Trading Expenses" means, with respect to each applicable series of Units, such Units pro-rated share of the futures commission merchants actual monthly brokerage expenses as well as over the counter foreign exchange counterparty fees, payable by the Partnership with respect to each applicable series of Units in arrears. Brokerage Commissions and Trading Expenses will cover all actual brokerage and trading costs of the Partnership. "Business Day" means any day on which commercial banks settle payments and are open for general business in New York City and/or such other day as the General Partner may from time to time determine. "Capital Account" has the meaning given it in Section 7.1. "Capital Contribution" means a contribution of capital to the Partnership in the form of cash or, if the General Partner determines in its discretion in any particular case that a contribution of capital to the Partnership may be made in whole or in part in the form of property other than cash, such other property. "Certificate" means the Certificate of Limited Partnership of the Partnership described in the first paragraph of this Agreement under the heading "Preliminary Statement," as originally filed in the office of the Secretary of State of Delaware and as subsequently amended and/or restated from time to time in accordance with the provisions hereof and the Delaware Act. "CEA" means the Commodity Exchange Act, as amended. "CFTC" means the Commodity Futures Trading Commission. "Code" means the Internal Revenue Code of 1986, as amended. "Commodities Interests" has the meaning given it in Section 2.3. "Control" whether such word is used as a noun or a verb or in adjectival form, has the meaning given it in Rule 405 under the 1933 Act. THE FUND S FILINGS ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV. ___________________________ THE FUND IS NOT 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. Summary (cont d) Each Series of Units is subject to significant fees and expenses. Each Series of Units will be successful only if the Fund s returns from futures trading plus interest income exceed such fees and expenses. The Fund is subject to actual and potential conflicts of interest involving the General Partner, the Trading Advisors and the selling agents. Investment Objective The Fund seeks appreciation of its assets over time through speculative trading of futures and over-the-counter contracts, including currency forwards traded in the U.S. and internationally. The Fund does not currently utilize swaps (other than certain currency forward contracts that are classified as swaps) or options as part of its trading strategy, but may employ them in the future. The Fund seeks to accomplish its objectives by allocating its assets among multiple commodity trading advisors, or Trading Advisors. The Fund s current Trading Advisors are Winton Capital Management Ltd., FORT, L.P., Quantica Capital AG and Quantitative Investment Management, LLC. One of the objectives of the Fund s multi-manager approach is to reduce the Fund s volatility without sacrificing overall rates of return. The General Partner may adjust the amount of assets allocated to a Trading Advisor, add new Trading Advisors, terminate Trading Advisors or replace Trading Advisors without prior notice to investors. Trading Advisors are selected by the General Partner based on their performance histories and other factors. The General Partner may cause a Trading Advisor to trade its allocated Fund assets at a trading (or leverage) level of approximately 0.90-1.50 times the trading level normally utilized by the Trading Advisor employing its own trading program, or a Trading Program. Thus, the Fund could experience either greater or less volatility and greater or less brokerage commission expenses relative to a client who invests at the normal trading level of the Trading Programs depending on the amount of leverage utilized. The Fund maintains its margin deposits and reserves in cash, bank deposits, obligations of the U.S. government, government-sponsored enterprises, money market funds and short term investment grade interest bearing securities including commercial paper. All interest income earned by the Fund will accrue to the Fund. There can be no assurance that the Fund or the Trading Programs will achieve their investment objectives or avoid substantial losses. The General Partner, Commodity Pool Operator and Selling Agent The Fund s general partner and commodity pool operator is Steben & Company, Inc., a Maryland corporation organized in February 1989. The General Partner also serves as one of the Fund s selling agents. The General Partner is registered with the Commodity Futures Trading Commission, or CFTC, as an introducing broker and as a commodity pool operator, or CPO. The General Partner is a member of the National Futures Association, or NFA, the self-regulatory organization for the futures industry, and is a member of the Financial Industry Regulatory Authority, or FINRA. The General Partner is registered as a broker dealer and an investment adviser with the Securities and Exchange Commission, or SEC, as of May 2002 and August 2005, respectively. The General Partner manages all aspects of the Fund s business, including selecting and monitoring the Fund s Trading Advisors. The General Partner maintains office facilities and furnishes administrative and clerical services to the Fund. Winton Capital Management Limited Winton Capital Management Limited, a company incorporated in England and Wales, became an NFA member and registered with the CFTC as a CTA on January 29, 1998 and registered as a CPO on December 16, 1998 and as a Swap Firm on December 28, 2012. Its telephone number is 011-44-20-7610-5350 and its telefax number is 011-44-20-7610-5301. Winton has its principal office and maintains all books and records at 1-5 St. Mary Abbot s Place, London W8 6LS, United Kingdom. Winton is also authorized and regulated by the United Kingdom s Financial Conduct Authority, or FCA. As of December 31, 2014, Winton had total assets under management of $28.2 billion, with $26.8 billion in the Diversified program, which began trading client accounts in October 1997, and is the trading program utilized by the Fund. "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act. "Determination Date" has the meaning given it in Section 7.2. "Entity" means any domestic or foreign corporation, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, government (or political subdivision, department, or agency thereof), cooperative, or other entity, whether acting in an individual or representative capacity. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Extraordinary Fees and Expenses" means fees and expenses which are non-recurring and unusual in nature, including without limitation, legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses which are not Administrative Expenses, Brokerage Commissions and Trading Expenses, Commissions, General Partner Management Fees, Offering Expenses, Organizational Expenses, Selling Agent Fees, Broker Dealer Servicing Fees, Broker Dealer Custodial Fees, Trading Advisor Management Fees or Trading Advisor Incentive Fees. All series of Units, including General Partner Units, shall be subject to charges for Extraordinary Fees and Expenses. "Fee Limit" means with respect to all of the Series A Units, Series B Units and/or Series I Units held by a particular Limited Partner, the cumulative amount of Selling Agent Fees, Broker Dealer Servicing Fees paid to selling agents, Sales and Servicing Fees (other than Sales and Servicing Fees paid on by the General Partner to third parties for custodial services), any additional payments made by the General Partner to selling agents which are in excess of Sales and Servicing Fees collected by the General Partner, payments for wholesalers, payments for sales conferences, and other offering expenses that are items of compensation to FINRA members under FINRA Rule 2310 ("2310 Offering Expenses") but excluding among other items, the production and printing of prospectuses and associated envelopes, folders and printed pieces provided with the prospectuses, as well as various legal and regulatory fees, paid by particular Series A, B or I Units, when such amounts equal 10.00% of the original purchase price paid by holders of those particular Units. Each Limited Partner who owns Series A Units, Series B Units and Series I Units shall continue to pay applicable Selling Agent Fees, Broker Dealer Servicing Fees, Sales and Servicing Fees and 2310 Offering Expenses until the aggregate of such expenses reaches an amount equal to the Fee Limit. "FINRA" means the Financial Industry Regulatory Authority. "Fiscal Year" means the fiscal year of the Partnership which shall begin on January 1 and end on December 31 of each calendar year. "General Partner" means Steben & Company, Inc. or, subject to the provisions of this Agreement, any one or more Additional General Partners, to the extent that Steben & Company, Inc., pursuant to the provisions of Section 3.7(a) of this Agreement, provides that any one or more of such Additional General Partners may possess and exercise any one or more of the rights, powers, and authority of a general partner hereunder. "General Partner Management Fee" means the fees payable to the General Partner monthly in arrears as disclosed in the Prospectus, provided, however that the General Partner Management Fee and Trading Advisor Management Fees paid to the Trading Advisor(s) shall not in the aggregate, as of any calendar month-end, exceed 1/12 of 3.5% of the Partnership s Net Assets prorated for partial months and adjusted for weekly subscriptions and redemptions. "General Partner Interest" means an interest in the Partnership held by a Person in its capacity as a General Partner. "General Partner Party" means any of the General Partner, any Affiliate of the General Partner, and any member, partner, shareholder, manager, director, officer, employee, or agent of the General Partner or any such Affiliate, and any owner of direct or indirect equity interests in any such Persons. SENECA GLOBAL FUND, L.P. Table of Contents Prospectus Section Page PART ONE DISCLOSURE DOCUMENT Summary 1

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+PROSPECTUS SUMMARY 1 SUMMARY CONSOLIDATED FINANCIAL DATA 7 RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 41 USE OF PROCEEDS 43 MARKET PRICE OF COMMON STOCK 44 DIVIDEND POLICY 44 CAPITALIZATION 45 DILUTION 46 SELECTED CONSOLIDATED FINANCIAL DATA 47 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49 BUSINESS 64 MANAGEMENT 95 EXECUTIVE COMPENSATION 104 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 118 PRINCIPAL STOCKHOLDERS 120 DESCRIPTION OF CAPITAL STOCK 123 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 128 UNDERWRITING 131 LEGAL MATTERS 135 EXPERTS 135 WHERE YOU CAN FIND MORE INFORMATION 135 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this document or to which we have referred you. We have not, and the underwriters have not, authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. For investors outside the United States: we have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. 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 the shares of common stock and the distribution of this prospectus outside the United States. Table of Contents PROSPECTUS SUMMARY This summary highlights information contained 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 and the information set forth under the sections of this prospectus titled Risk Factors, Special Note Regarding Forward-Looking Statements and Industry Data and Management s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context otherwise requires, we use the terms Alder, company, we, us and our in this prospectus to refer to Alder BioPharmaceuticals, Inc. and, where appropriate, our consolidated subsidiaries. Overview We are a clinical-stage biopharmaceutical company that discovers, develops and seeks to commercialize therapeutic antibodies with the potential to meaningfully transform current treatment paradigms. We have developed a proprietary antibody platform designed to select antibodies that have the potential to maximize efficacy as well as speed of onset and durability of therapeutic response. In addition, we believe our ability to efficiently manufacture antibodies using our yeast-based manufacturing technology, MabXpress, allows us to target diseases that traditionally have not been addressed by antibodies. We believe the clinical data obtained in our development program for ALD403 exhibits the potential of this product candidate to transform the way physicians treat migraine prevention. ALD403 was discovered by Alder scientists, has achieved clinical proof-of-concept for high frequency migraine and we have initiated a Phase 2b dose-ranging trial for the preventative treatment of chronic migraines in preparation for progression to Phase 3 trials if supported by the data. If approved, we intend to commercialize ALD403 on our own in the United States. Our second program, Clazakizumab, also known as ALD518, is designed to block the pro-inflammatory cytokine IL-6 and has completed one Phase 2b clinical study and is currently in a second Phase 2b clinical study. We are seeking a new partner to continue the development of Clazakizumab and we believe there is an opportunity to position Clazakizumab as an option for first-line biologic therapy for treatment of rheumatoid arthritis by demonstrating superior disease control rates versus biologic standard of care. We estimate that the rheumatoid arthritis therapy market had more than $12 billion in worldwide sales in 2012 and will grow to $15 billion by 2016. Finally, our third development program, ALD1613 for treatment of Cushing s Disease, presents an orphan disease opportunity and is at a preclinical stage of development. Our Current Pipeline Our pipeline includes three internally discovered humanized monoclonal antibodies, all unpartnered, as well as preclinical programs targeting additional indications that are in the discovery phase. 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 offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 8, 2015. 6,000,000 Shares Common Stock We are selling 6,000,000 shares of our common stock. Our common stock is listed on the NASDAQ Global Market under the symbol ALDR. On January 7, 2015, the last reported sale price of our common stock on the NASDAQ Global Market was $30.48 per share. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, intend to comply with certain reduced public company reporting requirements for this and future filings. The underwriters have an option to purchase a maximum of 900,000 additional shares. Investing in our common stock involves risks. See Risk Factors on page 9. Price to Public Underwriting Discounts and Commissions(1) Proceeds to Alder Per Share $ $ $ Total $ $ $ (1) We have agreed to reimburse the underwriters for certain expenses, see Underwriting. Delivery of the shares of common stock will be made on or about , 2015. 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. Credit Suisse Leerink Partners Wells Fargo Securities Sanford C. Bernstein The date of this prospectus is , 2015. Table of Contents ALD403 ALD403 is our novel monoclonal antibody targeted to calcitonin gene-related peptide, or CGRP, for migraine prevention. CGRP is a validated target that is believed to play a key role in migraine. We are developing ALD403 for the prevention of migraine, and in a recent proof-of-concept trial, treatment with ALD403 resulted in 16% of patients with high frequency migraine achieving complete remission from their migraines. Approximately 36 million Americans suffer from migraines; however, only 22.3 million migraine sufferers have been clinically diagnosed. Migraine is a significant cause of disability, generally affecting individuals between the ages of 20 and 50, which are prime working years. The Migraine Research Foundation estimates U.S. employers lose more than $13 billion each year as a result of 113 million lost work days due to migraine. We believe the area of critical unmet need in migraine is preventive therapy with improved efficacy and tolerability to treat patients who have five or more migraine days per month. For the 12.6 million U.S. migraine patients who are candidates for migraine prevention, there are few therapeutic options to manage their disease. We believe this group of migraine patients is highly-motivated to seek new treatments due to the limited success of current therapies. We have completed a three month (12 weeks) double blind, randomized, placebo-controlled proof-of-concept trial of ALD403 in 163 patients suffering from five to 14 migraine days per month, or high frequency migraine. In this trial, a single intravenous, or IV, dose of ALD403 completely prevented migraines in 16% of patients over the entire three month period versus zero with placebo, representing a statistically significant reduction (p<0.001). Furthermore, ALD403 reduced migraine days by at least half in 61% of patients. ALD403 had a similar level of safety to placebo and was well tolerated and our trial had a dropout rate of less than 5%. Patients in this trial were followed for an additional three months for a total of six months (24 weeks) follow-up. The percentage of patients achieving a 50, 75 or 100% response for the entire 24 week duration of follow-up was similar as observed for the first 12 weeks indicating that the response to a single dose of ALD403 was durable and long lasting. Reduction in Migraine Days for Three and Six Months is Similar In this trial, the p values were statistical calculations to determine whether the effects of ALD403 were significant in comparison to placebo based on pre-specified statistical targets. We specified that any result less than p 0.05 would be significant. As shown in the figure above, ALD403 provided a statistically significant reduction versus placebo in migraines at all response levels in these patients. Table of Contents ALD403 has a rapid onset of therapeutic effect. When compared with the data for LY-2951742, a product candidate being developed by Lilly (Arteaus) in the Phase 2b stage of development, ALD403 is already at peak effect by week four versus week eight for LY-2951742. In October 2014, we initiated a Phase 2b dose-ranging trial of an IV formulation of ALD403 in 600 patients suffering from greater than 15 migraine days per month, or chronic migraine. In the first half of 2015, we plan to initiate a second Phase 2b dose-ranging trial of a subcutaneous formulation of ALD403 for the treatment of high frequency migraine sufferers. Data from both clinical trials will be used in order to identify dose response and durability so we may select the appropriate dose level and dosing interval to take forward into pivotal Phase 3 trials if supported by the Phase 2 outcomes. We are developing both IV and subcutaneous delivery methods in order to provide options for less frequent dosing of the therapy and accommodate patients preferred method of administration. Thereafter, we plan to initiate one or more pivotal Phase 3 trials in 2016 that will be designed to obtain regulatory approval in the United States and to support regulatory filings in Europe and other international markets for ALD403 for the treatment of patients with high frequency migraine and chronic migraine. We plan to build a 75 to 100 person sales force targeting high-prescribing neurologists and headache centers in the United States, if ALD403 is approved, and to seek one or more partners to develop and commercialize ALD403 outside the United States. Clazakizumab Clazakizumab is a novel monoclonal antibody that inhibits the pro-inflammatory cytokine interleukin-6, or IL-6, and is being developed for both rheumatoid arthritis, or RA, and psoriatic arthritis, or PsA. IL-6 is a protein associated with acute and chronic inflammation and is believed to initiate an acute immune response and the production of antibodies. IL-6 may also contribute to bone destruction. RA is a chronic inflammatory disorder that principally attacks joints. Approximately 2.4 million patients, predominantly women, suffer from RA in the United States. Uncontrolled RA is also associated with substantial morbidity and mortality. There is increasing recognition that treating patients aggressively early on in the course of their disease delays irreversible structural damage to joints. We estimate that global sales of the RA therapies were more than $12 billion in 2012 and will grow to $15 billion by 2016. The RA market is currently dominated by a class of drugs that target tumor necrosis factor alpha, or anti-TNFs. Nevertheless, anti-TNFs are associated with low rates of disease remission and the response to these agents is not typically durable. The American College of Rheumatology has recommended that treatment of RA should be directed at achieving remission in patients or low disease activity if remission cannot be achieved. In November 2009, we entered into a license and collaboration agreement with Bristol-Myers Squibb, or BMS, under which we granted BMS worldwide exclusive rights to develop and commercialize Clazakizumab for all indications other than cancer. On August 29, 2014, BMS notified us that it had elected to terminate the license and collaboration agreement effective as of December 29, 2014, at which time all rights to Clazakizumab were returned to us. The decision by BMS to terminate the agreement Table of Contents was the result of an internal BMS portfolio review process wherein BMS determined that Clazakizumab did not warrant further investment based on other priorities in their pipeline. Under the terms of the agreement, BMS continues to be responsible for the costs of ongoing clinical studies, including the Phase 2b dose-ranging trial, through June 29, 2015. We are seeking a new partner to continue the development of Clazakizumab in autoimmune and inflammatory disease. ALD1613 ALD1613 is a novel monoclonal antibody that inhibits Adrenocorticotropic Hormone, or ACTH, and is being developed for the treatment of Cushing s Disease. This disease is driven by long-term exposure to cortisol as a result of increased expression of ACTH produced by a pituitary tumor. We believe that a novel, mechanism-based approach to address Cushing s Disease using a monoclonal antibody targeted to ACTH that diminishes the overproduction of cortisol with a sound safety profile would provide a significant advantage over the current standard of care and provide an important new therapeutic option to both patients and physicians. ALD1613 is currently at a preclinical stage of development. Our Technology Platform Our proprietary antibody platform leverages three technologies for the selection, humanization and manufacturing of monoclonal antibodies. We focus on protein targets that have biology which has been validated by prior scientific or clinical research, specifically ligands, which are circulating proteins, rather than receptors, which are their fixed docking sites. We believe this strategy can lead to fewer drug doses at lower concentrations, while potentially minimizing off target activity and associated side-effects. To date we have discovered all of our product candidates in-house with a technology we call antibody selection, or ABS. This versatile technology allows us to identify the best site to inhibit on a particular target ligand and select an antibody that has both a high affinity and specificity for the target. We have pioneered a process that humanizes rabbit antibodies to produce antibodies that are greater than 95% human. However, unlike fully-human antibodies, we specifically design our antibodies to lack certain sugars in an effort to minimize the body s recognition of such antibodies as foreign, thereby limiting infusion reactions as well as maximizing durability of the therapeutic response. Our yeast-based proprietary manufacturing technology, MabXpress, offers distinct advantages over traditional mammalian cell culture approaches widely used in the manufacturing of antibodies. We are able to efficiently and reproducibly manufacture large quantities of high-quality antibodies. This is in contrast to mammalian cell culture approaches that are generally characterized by extended production times, costly media, risk of viral contamination and a lack of uniformity of the end product. Our proprietary manufacturing processes are designed to produce antibodies on a significantly larger scale than traditional antibody manufacturing processes. Together, these technologies have enabled us to progress to proof-of-concept in the clinic significantly faster than traditional programs which rely on mammalian cells for manufacturing. Our Management Our founders and executive management team have held senior positions at leading biotechnology and pharmaceutical companies, possess over 100 years of combined experience across drug discovery and development and have been involved in bringing seven drugs to market. Our combined experience led us to establish our proprietary platform that we believe enables us to develop best-in-class antibodies to transform current treatment paradigms. Our Strategy We aim to build an enduring, diversified biopharmaceutical company. We intend to leverage our expertise in discovery, development and commercialization to bring first-in-class and best-in-class monoclonal antibody therapeutics to patients who are underserved by current therapies. Key elements of our strategy include: advance and commercialize ALD403 for the prevention of migraine; seek a partner to advance and commercialize Clazakizumab as an option for first-line biologic therapy in autoimmune and inflammatory disease; Table of Contents advance ALD1613 for the treatment of Cushing s Disease; leverage our technology platform to discover future product candidates for areas of unmet need; and build a leading biopharmaceutical company to transform current treatment paradigms. Risks Related to Our Business Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this prospectus titled Risk Factors immediately following this prospectus summary. These risks include, among others, the following: We have incurred significant losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future and we had an accumulated deficit of $130.0 million as of September 30, 2014. Drug development is a highly speculative undertaking and involves a substantial degree of uncertainty. We have never generated any revenues from product sales and may never be profitable. We will require additional financing and may be unable to raise sufficient capital, which could lead us to delay, reduce or abandon research and development programs or commercialization efforts. Our success depends heavily on the approval and successful commercialization of ALD403. Our ability to develop and commercialize Clazakizumab depends on our ability to find a partner to collaborate on its further clinical development and commercialization. Clinical trials of our product candidates will be costly and time consuming, and if they fail to demonstrate safety and efficacy to the satisfaction of the FDA or similar regulatory authorities, we will be unable to commercialize our product candidates. If we are unable to obtain, maintain and enforce intellectual property protection covering our product candidates, others may be able to make, use or sell products substantially the same as ours, which could adversely affect our ability to compete in the market. We face substantial competition from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. In addition, we are an emerging growth company as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012, and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We may take advantage of these exemptions for up to five years from our initial public offering or until we are no longer an emerging growth company. Corporate Information We were incorporated in Delaware in May 2002 as Alder BioPharmaceuticals, Inc. Our headquarters are located at 11804 North Creek Parkway South, Bothell, WA 98011, and our telephone number is (425) 205-2900. Our website address is www.alderbio.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus. Alder and the Alder logo are the property of Alder BioPharmaceuticals, Inc. This prospectus contains references to our trademarks and to trademarks 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 symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Table of Contents The Offering Common stock offered by Alder in the offering 6,000,000 shares Common stock to be outstanding after this offering 36,806,533 shares Option to purchase additional shares 900,000 shares Use of proceeds We estimate the net proceeds from this offering to be approximately $171.4 million, based on an assumed public offering price of $30.48 per share, which is the last reported sale price of our common stock on the NASDAQ Global Market on January 7, 2015, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We expect to use the proceeds of this offering for our ongoing clinical program for ALD403, for the development of ALD1613 and for preclinical product development activities, working capital and other general corporate purposes, which may include the acquisition or licensing of other products, businesses or technologies. See the section of the prospectus titled Use of Proceeds for a more complete description of the intended use of proceeds from this offering. Risk factors See the section of the prospectus titled Risk Factors beginning on page 9 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock. NASDAQ symbol ALDR The number of shares of our common stock to be outstanding after this offering is based on 30,806,533 shares of common stock outstanding as of September 30, 2014 and excludes: 2,540,719 shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2014, at a weighted-average exercise price of $3.96 per share; 3,626,177 shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this benefit plan; and 274,000 shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this benefit plan. Unless otherwise indicated, all information in this prospectus reflects and assumes no exercise by the underwriters of their option to purchase additional shares. 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+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 of World Moto Inc. (referred to herein as the "Company," "we," "our," and "us"). You should carefully read the entire Prospectus, including "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the accompanying financial statements and notes before making an investment decision. Overview World Moto, Inc. was incorporated on March 24, 2008 in the State of Nevada under the name Net Profits Ten Inc. Our original purpose was to market and distribute user-friendly interactive yearbook software for the military. On November 8, 2012, we amended our Articles of Incorporation to increase our authorized shares of common stock from 100,000,000 to 500,000,000 and our board of directors approved a stock dividend of 180 shares of common stock of the Company for each share of common stock issued and outstanding. Additionally, on November 12, 2012, we amended our Articles of Incorporation to change our name from "Net Profits Ten Inc." to "World Moto, Inc."., which name change became effective on November 15, 2012, upon approval from the Financial Industry Regulatory Authority ("FINRA"). On January 18, 2015, we amended our Articles of Incorporation to increase our authorized shares of common stock from 500,000,000 to 1,000,000,000. On April 9, 2015, we further amended our Articles of Incorporation to increase our authorized shares of common stock from 1,000,000,000 to 2,000,000,000. We were a shell company until the completion of the acquisition of the World Moto Assets described below, which was consummated on November 14, 2012. On January 30, 2013, we established two wholly owned subsidiaries, World Moto Technologies, Inc. and World Moto Holdings, Inc. that were incorporated in the State of Nevada. On February 4, 2013, World Moto Technologies Ltd. was organized under the laws of the Kingdom of Thailand. The name was later changed to World Moto Co., Ltd. ("WM Co. Thailand"). WM Co. Thailand is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and represents our operating entity for the purposes of research and development in the Southeast Asia region. Acquisition of World Moto Assets On September 1, 2012, we entered in an Asset Purchase Agreement ("Agreement") with World Moto (Thailand) Co., Ltd., a corporation established under the laws of the Kingdom of Thailand ("Old WM"), Chris Ziomkowski, the Chief Technical Officer of Old WM and Paul Giles, the Chief Executive Officer of Old WM. The Agreement was consummated on November 14, 2012. We purchased from Old WM substantially all of the intellectual property and certain other specific intellectual property assets related to Old WM s initial product, Moto-Meter (the "Assets"), which included three United States patent applications, the data related to the patent applications, certain software related to the operation of the Moto-Meter, several URLs and trade-names and associated names related to the Moto-Meter and Old WM. As part of the transaction, Messrs. Ziomkowski and Giles became the management of the Company immediately after the acquisition. The Assets did not include any plant and equipment, customer lists, suppliers and any other business and operational assets of Old WM, and we did not hire any employees of Old WM other than Messrs. Giles and Ziomkowski. Old WM continues as a corporation, operating in Thailand. Moto-Meters are devices that provide metering of rides on motor scooters, motorcycles and similar types of transportation vehicles and were developed by Old WM. The consideration paid for the Assets was an aggregate of 224,597,666 shares of common stock, then representing 60% of the outstanding shares of our common stock immediately after closing and the assumption specified outstanding debt in the amount of approximately $75,000, which was converted into 576,923 shares of common stock at the closing, at a conversion rate of $0.13. Our Business Motor-Meter We seek to address the need for fare metering and mobile commerce for motor scooters and motorcycle taxis. The use of these taxis is increasingly common in the developing world. Our planned products, however, will have increased functionalities over a standard fare meter commonly used in an enclosed taxicab. We have designed and developed and are beginning to manufacture and market the Moto-Meter, which has the basic functions of a taximeter in an enclosed taxicab, but with additional characteristics that, over time, will permit mobile commerce, GPS tracking, advertising and other capabilities. The Moto-Meter will be a light emitting diode (LED) model and once a market is established for that product, we will market a liquid crystal display premium model. The LED model will be a portable/universal meter that is compact and easily swapped among vehicles. It will be rugged and will work with all vehicle classes. The meter will provide starting rate, time, total fare and distance measures. The device will have event data recording, Global Positioning System (GPS) functionality and advertising capacity. The premium product will have added features such as television and video display capability. Mobile commerce will also be an early stage enhancement, which will allow for electronic payment of the fare and also purchasing other products and services. We are now accepting orders from qualified global distributors and fleet operators for the Moto Meter. The global opening of sales came after several months of testing in Bangkok, Thailand and with select partners. We believe that the Moto-Meter can withstand the extreme hazards that it will be subjected to in the field and that the user experience from both passengers and drivers meets the standards that we set in order to begin general sales of the product. A pre-production launch to motorcycle taxi-operators in Thailand, afforded an excellent opportunity to gauge public opinion about the Moto-Meter. We are currently actively pursuing our goal of certifying the Moto-Meter with two administrative authorities in preparation for advancing our negotiations on regulatory mandates. Negotiations for legislation mandating the Moto-Meter will be pursued in parallel with the general sales process. In conjunction with the opening of sales for the Moto-Meter, we launched a smartphone application (App). The App connects directly to the Moto-Meter via a secure Bluetooth connection, and can access data from the Moto-Meter in real-time, giving users the ability to view ratings and a profile of the driver before getting on the motorcycle. During the ride, it provides continuous analysis on the fare and GPS location, augmenting the Moto-Meter's already anti-tampering security protocols, as well as transmitting the location to designated individuals or safety monitoring services. The application also has the ability to offer customized products and services to the users during the ride, with the purchase conveniently added to the fare. As credit card use is still limited in the demographic that usually engages motorcycle taxis for their daily mobility, we believe this feature can often prevent a special trip to a convenience store to pay for the needed product. There also is increasing use of the moto-taxi in the developed world, such as in Paris and London, because of their convenience and speed. We plan on developing a distribution network of the meter products through franchised dealers, resellers and brick and mortar storefronts in our selected markets. We have decided to utilize these types of vendors because aspects of the Moto-Meter include add on products, and these vendors will be able to help with installation and provide explanations for use. We have introduced the Moto-Meter in Thailand. Once we are satisfied with this pre-production launch of our product in real-world conditions, we will begin to sell the Moto-Meter to other motorcycle-taxi operators in Indonesia, Vietnam and Thailand by the end of the second quarter of 2015, and motorcycle-taxi operators in Brazil in the next 12 months. To date we have not generated any revenues from the sale of the Moto-Meter. Initially, we are developing and producing the Moto-Meter in-house for the pre-production phase, and in the future will be outsourcing mass production. We are currently preparing to commission the verification build for the Moto-Meter. Entry into the verification build process marks the transition from development to production, and additional engineering time generally shifts from product modifications to the continued development and refining of tooling and test fixtures necessary to guarantee the high quality required for mass production. The estimated cost associated with the development of the Moto-Meter for the next 12 months is $375,000. Wheelies We are also focused on the development of our advertising product, Wheelies. Wheelies displays static and streaming media on the wheels of motorcycles and automobiles, providing a new mobile medium for advertising, broadcasting, self-expression and publishing. We have successfully completed a pre-production version of the Wheelies and have successfully completed testing. DMC has now been tasked for outsourced production of the Wheelies. DMC recently concluded an extensive proof of concept phase that included demonstrations of their capabilities to meet our rigorous standards for manufacture of printed circuit boards, injection molded components, conformal sealing and assembly of the Wheelies device. We will be moving immediately into limited production of the Wheelies device, which involves low volume production runs of tens to hundreds of units in order to refine the production yields, increase the efficiency, and decrease warranty and support costs of the manufacturing process. DMC will provide their experienced research and development team to assist in the design of the automated test and analysis fixtures and programs required to optimize this system. We anticipate the limited production and optimization stage to last approximately 6 months, after which full commercial production will commence by the second quarter of 2015. Although we entered into an agreement to sell an initial 10 Wheelies, those items have not yet been delivered so the purchase price for those items is currently being treated as a customer deposit and not revenue. We intend to market Wheelies over the next 12 months primarily as an advertising platform in Thailand. The estimated cost associated with the development of the Wheelies during the next 12 months is $40,000. Yes As an element of mobile commerce, we developed "Yes ," a concierge service where persons can order products and have the products delivered to their address by motor scooter. The Yes service was developed in-house. The Yes service has been going through testing and is now being launched with our first customer, Mobile Advertising Ventures, Ltd in Kuala Lumpur, Malaysia. We expect Yes to go live in the third quarter of 2015 in Kuala Lumpur, Malaysia. Yes was also launched in Thailand on March 9, 2015, and we intend to launch in Cambodia over the next 12 months. We have also successfully completed a pre-production version of Wheelies and have successfully completed testing. We anticipate licensing Wheelies exclusively to advertisers over the next 12 months, after which we plan to begin retail sales. The estimated cost associated with the development of Yes during the next 12 months is $140,000. Our current burn rate is approximately $65,000 per month and we currently have approximately $1,950 in cash on hand. We are dependent on additional capital to continue to operate. Failure to complete a financing may have an adverse effect on our ability to operate and execute our business plan. We believe that $556,000 of funding over the following 12 months is sufficient for us to break-even and achieve self-sufficiency on a cash flow basis. Based on the current burn rate, the Company has sufficient capital to continue operations through July 6, 2015, but only on a very limited budget. Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund marketing, development and distribution of our products. See page 13 of "Risk Factors" for further discussion of the risks related to our capital requirements. We have earned limited revenues since inception. We have not generated any revenues relating to our products, or material sales of our products. For the quarter ended March 31, 2015, we incurred a net loss of $877,981 and for the period from inception (March 24, 2008) to March 31, 2015, we incurred a net loss of $4,243,761. As of March 31, 2015, our assets total $203,029. Further, our auditors have issued a going concern opinion in their audit report dated April 15, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. Corporate Information Our principal executive offices are located at 131 Thailand Science Park INC-1 #214 Phahonyothin Road, Klong1, Klong Luang, Pathumthani 12120 Thailand. Our telephone number is (646) 840-8781. Our website is located at: http:// www.worldmoto.com/ . Stock Transfer Agent Our stock transfer agent is Empire Stock Transfer, Inc., and is located at 1859 Whitney Mesa Dr., Henderson, NV 89014. The agent s telephone number is (702) 818-5898.

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+S-1/A 1 t1500578_s1a.htm AMENDMENT NO. 2 TO THE FORM S-1 As filed with the Securities and Exchange Commission on March 17 , 2015 Registration No. 333-201027 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 Poage Bankshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 6022 45-3204393 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1500 Carter Avenue Ashland, Kentucky 41101 (606) 324-7196 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Ralph E. "Gene" Coffman, Jr. President and Chief Executive Officer 1500 Carter Avenue Ashland, Kentucky 41101 (606) 324-7196 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Kip A. Weissman, Esq. Victor L. Cangelosi, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Michael Keeley, Esq. Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 7520 1 (214) 855-3906 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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company x (Do not check if a smaller reporting company) 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 166,614 $12.70 $ 2,116,000 $ 246 (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) A filing fee of $220 was p reviously 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. SUMMARY The following summary highlights selected information in this prospectus and may not contain all the information that is important to you. Before making an investment decision, you should read carefully this entire prospectus, including the consolidated financial statements and the related notes to the

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+PROSPECTUS SUMMARY This summary highlights information contained 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 securities, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" in each case included elsewhere in this prospectus. Unless otherwise stated or the context requires otherwise, references in this prospectus to the "Company", "Labor Smart, Inc.", "we", "us", or "our" refer to Labor Smart, Inc. LABOR SMART, INC. Business Overview Labor Smart, Inc. was incorporated in the State of Nevada on May 31, 2011. We are an emerging provider of temporary employees to the construction, manufacturing, hospitality, restoration and retail industries. We provide unskilled and semi-skilled temporary workers to our customers. We have rapidly grown from two branch offices at November 2011 to thirty branch offices at January 13, 2015. The majority of our growth in branch offices was achieved by opening our own locations. We acquired a total of four branch offices through our acquisition of Qwik Staffing and Shirley s Employment. Our annual revenues grew from approximately $7.1 million to $16.6 million from 2012 to 2013. This revenue growth has been generated both by opening new branch offices and by continuing to increase revenue at existing branch offices. Our mission is to be the provider of choice to our growing community of customers, with a service-focused approach, that positions us as a resource and partner for their business. Seasonality Generally, we expect our revenues to be higher and gross margin percent to be higher during the second and third fiscal quarters as compared to the first and fourth fiscal quarters each year. During the second and third quarters we receive the majority of our contracts to supply labor to construction firms. Contracts for construction work tends to be both larger in dollar amount and to be more profitable than our other contracts. However, the effects of seasonality is partially muted by our rapid revenue growth rate. Growth Strategy Historically, our growth strategy has been heavily focused on new branch office openings, growth in revenue from existing offices, and closing one small acquisition per year. On June 14, 2014, we secured a large deductible worker s compensation insurance policy which resulted in us becoming substantially self-insured. We have adjusted our growth strategy based on this significant change to the fundamentals of our business. At December 31, 2013, we had 15 branches and at January 13, 2015, we had 30 branches. The increase in branches was due to fourteen branches added through internal growth and one branch added through acquisition. We added two branches on September 29, 2014 as disclosed and we closed one underperforming branch location. Market Opportunity In fiscal 2015, we will seek opportunities to open new branches, though our new branch openings will be much less substantial than in prior years as we shift our expansion strategy to be more acquisition centric. Selection of these locations will be more strategic than in prior years. We will, when possible, open locations based on needs of already existing clients. Emerging Growth Company We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: being permitted to present two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; reduced disclosure about our executive compensation arrangements; exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. (table of contents) We may take advantage of these exemptions 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 on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of the first sale of our securities under an effective registration statement under the Securities Act, which occurred in 2012; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. We may choose to take advantage of some but not all of these exemptions. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Our Risks and Challenges Our business

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including Risk Factors, Selected Consolidated Financial Information and other Data and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes thereto appearing at the end of this prospectus. Unless the context otherwise requires, the terms Company, we, us, or our refer to Corindus Vascular Robotics, Inc., a Nevada corporation, together with our subsidiaries, Corindus, Inc., a Delaware corporation, and Corindus Security Corporation, a Delaware corporation. Where appropriate, content related only to Corindus, Inc., a Delaware corporation, is referenced as Corindus, Inc. Overview We design, manufacture and sell precision vascular robotic-assisted systems for use in interventional vascular procedures (the CorPath System ). Our first and current product, the CorPath 200 System, is the only vascular robotic system cleared by the U.S. Food and Drug Administration ( FDA ) to bring precision and accuracy to stent placement in percutaneous coronary intervention ( PCI ) procedures. While we are initially cleared for and are targeting PCI procedures, we believe our technology platform has the capability to be developed in the future for other segments of the vascular market, including peripheral vascular, neurointerventional and other more complex cardiac interventions such as structural heart. As of March 31, 2015, we have installed 26 CorPath Systems in hospitals in the U.S. and two CorPath Systems in hospitals outside of the U.S. This is our first underwritten registered public offering of our common stock. Our Business Our Corporate History Our Company was incorporated under the laws of the State of Nevada on May 4, 2011 under the name Your Internet Defender Inc. ( YIDI ). On August 12, 2014, we closed (the Closing ) a reverse acquisition transaction (the Acquisition ) in which we acquired Corindus, Inc. and Corindus Security Corporation as wholly owned subsidiaries. Immediately following the Closing, the business of Corindus, Inc. became our sole focus. We subsequently changed our name to Corindus Vascular Robotics, Inc. and increased our authorized capital stock to 260,000,000 shares (250,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share). Percutaneous Coronary Intervention Procedures PCI, sometimes known as coronary angioplasty, is a non-surgical technique used to open stenotic (narrowed or blocked) coronary arteries found in coronary artery disease. Coronary arteries supply the heart muscle with blood. PCI requires the use of a cardiac catheterization suite (sometimes called a cath lab) with special equipment, x-ray capability and trained personnel. Usually, access to the patient s heart and major blood vessels is obtained percutaneously through the femoral artery in the groin area. The artery is punctured through the skin with a special needle. Under x-ray guidance, a guide catheter is introduced through the femoral artery up to the aorta (large artery from the heart) and then gently advanced into the blocked coronary artery. The catheter and its devices are passed through the inside of the artery into an area of coronary artery narrowing or blockage. At the leading tip of this catheter, several different devices (such as a balloon, stent or cutting device) can be deployed. A balloon is used to open the coronary artery and restore blood flow. Usually at that time, a stent (a mesh-like tube that holds open the artery) is placed to maintain adequate blood flow through the damaged area. 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 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. PRELIMINARY PROSPECTUS (Subject to Completion) Dated May 26, 2015 11,000,000 Shares Common Stock We are offering 11,000,000 shares of our common stock. Our common stock is quoted on the OTCQB as provided by OTC Markets Group Inc. ( OTCQB ) under the symbol CVRS. Subject to meeting all of the NYSE listing standards, including the completion of this offering, our common stock will be approved for listing on the NYSE MKT under the symbol CVRS. On May 22, 2015, the last reported sale price of our common stock was $4.25 per share. We are an emerging growth company under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements for this prospectus and other filings. Our business and an investment in our common stock involve significant risks. These risks are described under the caption Risk Factors beginning on page 11 of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds before expenses, to Corindus Vascular Robotics, Inc. $ $ (1) The underwriters will receive compensation in addition to the underwriting discount and commissions. See Underwriting beginning on page 101 for a description of compensation payable to the underwriters. The underwriters may also purchase up to an additional 1,650,000 shares from us, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments. The underwriters expect to deliver the shares against payment in New York on , 2015. Joint Book-running Managers Cowen and Company Stifel Co-Manager National Securities Corporation , 2015 Table of Contents PCI is a high-volume vascular intervention, with approximately 1,700,000 procedures performed in the U.S. and EU in 2013 and is estimated to reach over 2,700,000 procedures globally in 2018. PCI can be used to relieve or reduce angina, prevent heart attacks and alleviate congestive heart failure and allows some patients to avoid open heart surgery, which often involves an extensive procedure and a long rehabilitation period. Significant Occupational Hazards in Cath Labs In order to perform the procedure, a physician stands by the patient who is laying on the cath lab table. The physician wears cumbersome and heavy protective apparel containing lead to block exposure to the ionizing radiation of x-rays used in the procedure and thereby combat its adverse effects. Already under bodily strain, the physician must deliver constant x-ray exposures to view the different vessels, which provides visual guidance for manual manipulation of interventional devices inside the patient s heart. In addition to these physical demands, the current manual methods of performing PCI procedures make it difficult for physicians to visualize and estimate the length of the blocked lesion that requires the treatment, often leading to improper device selection and poor placement accuracy. We believe that the future of interventional procedures, where the physician sits inside the cath lab within a radiation-protected interventional cockpit, will be greatly improved through the use of advanced robotic tools that provide (i) enhanced safety for the cath lab staff relative to radiation exposure, (ii) improved patient procedures through advanced precision, dexterity and visualization for the physician and (iii) an economically compelling solution for the hospital. We are pioneering the use of precision vascular robotics to achieve these goals and to improve the way that minimally invasive vascular interventions are performed. Our Precision Robotics System We design, manufacture and sell the CorPath System for use in interventional vascular procedures to bring precision and accuracy of the only FDA-cleared vascular robotic system to facilitate stent placement for PCI procedures by allowing a physician to measure, manipulate and advance devices with robotic precision. Additionally, our CorPath System allows the physician to perform PCI procedures with a control panel console located within an interventional cockpit. While our CorPath System was initially approved for and is targeting PCI procedures, we believe our technology platform has the capability to be developed to address many segments of the vascular market in the future, including peripheral, vascular, neurointerventional and other more complex cardiac interventions such as structural heart. The CorPath System enables the precise, robotic-assisted control of coronary guidewires and balloon/stent devices from the safety of a radiation-protected, interventional cockpit. The CorPath System consists of two components: a bedside unit and an interventional cockpit. The radiation-shielded cockpit features a simple-to-use console to precisely control the movement of guidewires and balloon/stent catheters. Using joysticks and touch-screen controls, the physician is able to measure lengths of portions of anatomy to help in selecting the appropriate stent. At the bedside, the CorPath System s robotic drive and sterile, single-use cassette ( CorPath Cassette ) translate the physician s commands into precise movements and manipulations of the coronary stents and catheters. The CorPath Cassette provides a single-use sterile interface with standard PCI guidewires and devices. The CorPath System empowers physicians with precise sub-millimeter measurement and 1mm advancement accuracy. By optimizing stent selection and positioning, the CorPath System enables the deliberate advancement of devices, provides the ability to lock the guidewire and balloon/stent in place during device deployment and helps to ensure that there are no unintended wire/device movements during the procedure. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+Prospectus Summary This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled Risk Factors before deciding to invest in our common stock. About Us Medbox, Inc. (the Company ) is a Nevada corporation formed on June 16, 1977. Medbox provides specialized services to the marijuana industry and sells associated patented products, including its medical vaporization devices. The Company works with clients who currently operate or seek to enter into the retail, cultivation and dispensary marijuana markets in those states where approved. We seek to obtain licenses to operate dispensaries, cultivations centers and manufacturing facilities through Medbox or an affiliated company. We contract with unaffiliated third-party operators to manage the day-to-day operations of these facilities and assign them the right to manage and operate the facilities in exchange for a percentage of operating income or a fixed fee based on applicable state law. We also provide ongoing consulting services to independent operators. In addition, through our wholly owned subsidiary, Vaporfection International, Inc. ( VII ), the Company sells a line of vaporizer and accessory products online and through distribution partners. The Company is headquartered in Los Angeles, California. For the years ended December 31, 2014, December 31, 2013, and December 31, 2012, we had net losses of approximately $16,540,000, $3,791,000 and $1,758,000, respectively. For the nine months ended September 30, 2015, we had a net loss of approximately $25,120,000, an accumulated deficit of approximately $47,199,000, a stockholders deficit of approximately $12,593,000 and a working capital deficit of approximately $15,685,000. Our principal executive offices are located at 600 Wilshire Blvd., Ste. 1500, Los Angeles, CA 90017. Our telephone number is 800-762-1452. Our website address is www.medbox.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. References to Medbox , we , us , our and similar words refer to the Company and its wholly-owned subsidiaries, unless the context indicates otherwise. Recent Developments Submission of Matters to a Vote of Security Holders On June 30, 2015, the Board of Directors of Medbox and the holders of a majority of the Company s voting securities approved by written consent an amendment to the Company s Articles of Incorporation to increase the authorized number of shares of the Company s common stock from 100,000,000 shares to 400,000,000 shares, par value of $0.001 per share. The Company s Board of Directors approved the increase of authorized capital so that it would have additional shares of common stock available for issuance upon the conversion or exercise of outstanding convertible debt securities and warrants and for future capital raises. Approval of the stockholders was obtained without a meeting in accordance with Section 78.320 of the Nevada Revised Statutes. On October 5, 2015, the Company filed with the Securities and Exchange Commission a Definitive Schedule 14C Information Statement regarding the matter submitted to a vote of our security holders. The increase of authorized capital became effective upon the filing of an amendment to our Articles of Incorporation with the Securities and Exchange Commission on October 27, 2015 (the COI Amendment ). The COI Amendment is filed as Exhibit 3.11 to this Registration Statement on Form S-1. On August 21, 2015, Medbox, P. Vincent Mehdizadeh ( VM ), PVM International, Inc., ( PVM ), and Vincent Chase, Incorporated, ( VC ) (VM, PVM and VC, collectively, the VM Group ) and each member of Table of Contents The information in this prospectus is not complete and may be changed. The selling stockholders 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 DECEMBER 10, 2015 MEDBOX, INC. 207,494,120 Shares of Common Stock This prospectus relates to the public offering of up to 207,494,120 shares of common stock of Medbox, Inc. by the selling stockholders, including 193,847,216 shares issuable upon conversion of convertible debentures, 1,176,316 shares issuable as interest on convertible debentures, and 12,470,588 shares issuable upon the exercise of warrants. The selling stockholders may sell common stock from time to time in the principal market on which the common stock is traded at the prevailing market price or in negotiated transactions. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. We will, however, receive the exercise price of any warrants exercised for cash. We will pay the expenses of registering these shares. We are an emerging growth company under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements.

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+summary highlights material information about us that is described more fully elsewhere in this prospectus. It may not contain all of the information that you find important. You should carefully read this entire document, including the "Risk Factors" section beginning on page 5 of this prospectus and the financial statements and related notes to those statements appearing elsewhere in this prospectus before making a decision to invest in our common stock. Unless otherwise indicated in this prospectus or the context otherwise requires, references to "we," "our," "us," or the "Company" refer to China Greenstar Corporation (formerly Stark Beneficial, Inc.), a Delaware corporation and its consolidated subsidiaries. OUR COMPANY China Greenstar Corporation, formerly known as Stark Beneficial, Inc. ("Stark"), was incorporated in the State of Delaware. Until the Company consummated a Share Exchange on December 15, 2014 with China Greenstar Holdings Limited ("Greenstar Holdings"), the Company was a shell company that had no or nominal operations and either no or nominal assets. Greenstar Holdings was established in the British Virgin Islands on July 29, 2014. Greenstar Holdings itself has no significant business operations and assets other than holds equity interests in its subsidiaries. Greenstar Group (HK) Limited ("Greenstar HK") was established as an investment holding company by Forever Prosperous Holdings (China) Limited ("Forever Prosperous") (the controlling shareholder of the Company) in Hong Kong Special Administrative Region of the People s Republic of China (the "PRC") on October 25, 2013. The ownership interests of Greenstar HK were transferred to Greenstar Holdings in August 2014, after Greenstar Holdings was set up. Shenzhen Greenstar Technology Co., Ltd. ("Greenstar Technology") was established as a wholly foreign owned enterprise on September 29, 2014 in Shenzhen, the PRC by Greenstar HK. The registered capital of Greenstar Technology is HK$ 1,000,000 (equal to $128,622). Greenstar Technology will be principally engaged in selling fuel additive product and business consulting services since 2015. On December 15, 2014 (the "Closing Date"), Stark, entered into a Share Exchange Agreement (the "Exchange Agreement"), with (i) Greenstar Holdings, (ii) Greenstar Holdings shareholders, Forever Prosperous, Pride Sun Limited, a British Virgin Islands company ("Pride Sun") and New Empire Ventures Limited, a British Virgin Islands company, (collectively, "Greenstar Holdings Shareholders") who together owned shares constituting 100% of the issued and outstanding ordinary shares of Greenstar Holdings ("Greenstar Holdings Shares") and (iii) Michael Anthony, the principal stockholder of Stark (the "Stark Shareholder"). Pursuant to the terms of the Exchange Agreement, Greenstar Holdings Shareholders transferred all of the shares of Greenstar Holdings in exchange for the issuance of 102,100,000 shares of Stark s common stock (the "Share Exchange ). Immediately prior to the Share Exchange, the original shares (2,100,000 of common stock and 5,000,000 preferred stock) were repurchased and cancelled (the "Cancelled Shares"), reducing Stark s issued and outstanding shares to 279,935 shares of common stock. As a result of the cancellation of the Cancelled Shares and the Share Exchange, Stark had 102,379,935 shares of common stock issued and outstanding following the Share Exchange. Stark changed its name to China Greenstar Corporation on January 6, 2015. The Company is mainly engaged in distributing and reselling a fuel additive and cleaner called "Greencare Product" in PRC through Greenstar Technology. During the year 2014 and the period through January 1 to June 26, 2015, our volume of sales was insignificant. The Greencare Product is added to gasoline in order to improve fuel quality by suppressing or cleaning sediments in the fuel. The Greencare Product improves overall engine performance, maximizes fuel-burning efficiency, enhances the power of an engine and provides for cleaner emissions. Greenstar Technology will purchase fuel additive from a third party in the PRC and have the third party package it, and then resell it to customers. Greenstar Technology will not be directly involved in the production or manufacturing of fuel additives and cleaners. Our principal executive offices are located at B121, B Zone, 4th Floor, Nanhai Road, Nanshan District, Shenzhen, China. Our telephone number at this address is + 852.9787.3883.

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+PROSPECTUS SUMMARY 1

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+in this prospectus or incorporated by reference herein. This summary does not contain all of the information that you should consider before investing in our Units. You should read the entire prospectus carefully, including the risks related to our business and investing in our Units discussed under "Risk Factors" beginning on page 7 and the other information and documents incorporated by reference into this prospectus, including our consolidated financial statements and related notes thereto. Overview We are a development stage company currently focusing on developing, and commercializing key intellectual property rights across industrial and natural resource related assets. Our business operations focus on developing potential licensing opportunities, joint ventures and strategic alliances which leverage our management team s industrial operations experience. Current Operations We have acquired proprietary intellectual property rights, including patents to increase oil and gas production. This package of intellectual property, licensed from Colorado School of Mines, which specializes in minerals technology innovation, occurs through modified injection processes. Our active operations have primarily focused on developing commercial opportunities and product line extensions for this industrial based intellectual property. The enhanced oil recovery process patents include multiple configurations varying the cycles of low-salinity water, carbon dioxide and pumping pressure. Our rights correspond to issued US patent 7,662,275 and US patent applications 61/946062, 61/941869 and 61/950500. Our current intellectual property portfolio is focused on industrial mineral advancement. Specifically, the extraction of hydrocarbons from reservoirs. Our current sales and marketing effort is dedicated to multiple leading industry operators and service providers, such as oilfield and well completion providers, through licensing and joint venture efforts. Our business methodology is that the academic and corporate cultures provide an environment to source appealing technological and process improvements but lack the teams to properly implement and monetize. Further, we believe our affiliations, capabilities and strong relationships within the academic, corporate and industrial sectors is an advantage to complement our current development plans. Our management team has over 15 years of experience licensing intellectual property from leading universities and corporations. Our strategy is to develop and commercialize the intellectual property rights we currently hold which we believe as a stand-alone strategy provides meaningful business opportunity. We also endeavor to own, operate, produce and distribute certain industrial minerals, including but are not limited to: feldspar, talc, mica, bentonite, vermiculite, frac sand, aggregates, antimony, barite, silica, ball clays, graphite, sulfur and zeolite. In addition, we also plan to own, operate, produce and distribute ocertain chemicals, including but not limited to: glycols, ethanol mines, methanol, antifreeze, biocides, corrosion inhibitors, demulsifiers, desalting compounds and dispersants. The experienced management team of RMR Industrials Inc. brings a multi-cycle successful track record of developing and licensing key intellectual property rights and discovering, financing and operating off-market natural resource businesses. Our current intellectual property portfolio provides significant synergies in this growth strategy. Our wholly-owned subsidiary, RMR IP Inc. ("RMR IP") was incorporated on October 15, 2014 as a Nevada corporation and was formed to acquire and consolidate complimentary industrial commodity assets through capitalizing on the volatile oil market, down cycles in commodity markets, and other ancillary opportunities. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee Units, each consisting of one share of Class B Common Stock and one Warrant to purchase one (1) share of Class B Common Stock $ 7,000,000.00 $ 813.40 Class B Common Stock, included in the Units (2) $ - $ - Warrants, included in the Units (2) $ - $ - Class B Common Stock underlying the Warrants $ 8,750,000.00 $ 1,016.75 Total $ 15,750,000.00 $ 1,830.15 (3) (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). (2) No fee pursuant to Rule 457(g) under the Securities Act. (3) Previously Paid. In the event of stock splits, stock dividends, or similar transactions involving the Registrant s securities, the number of securities registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. On November 17, 2014, Rocky Mountain Resource Holdings, Inc. (the "RMRH") became our majority shareholder by acquiring 5,200,000 shares of our common stock (the "Shares"), or 69.06% of the issued and outstanding shares of our common stock, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal, our former officers and directors. The Shares were acquired for an aggregate purchase price of $357,670. On December 8, 2014, we changed our name to "RMR Industrials, Inc." in connection with the change in our business plan. On February 26, 2015, we amended and restated our articles of incorporation to authorize the issuance of 2,100,000,000 common shares, 2,000,000,000 shares of which shall be Class A Common Stock, par value $0.001 per share, 100,000,000 (post reverse split) shares of which shall be Class B Common Stock, par value $0.001 per share, and 50,000,000 shares of which shall be Preferred Stock, par value $.001 per share. On February 27, 2015, we entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, OLYB Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of the Company ("Merger Sub") and RMR IP. In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into RMR IP (the "Merger"), with RMR IP surviving the Merger as our wholly-owned subsidiary. As of September 4, 2015, the Company effected a one for twenty reverse split of all of its authorized and issued and outstanding shares of Class B Common Stock. In October 2015, we received $1.4 million in shareholder advances for payment of anticipated expenses associated with our offering. Target Markets We plan to develop, acquire and consolidate complementary industrial commodity assets and intellectual property through capitalizing on the volatile oil markets, down cycles in commodity markets, and other ancillary opportunities. Our expertise in developing and commercializing intellectual property rights will focus on academic and university partnerships. Typically these assets are the core manufacturer and supplier of specific bulk commodity minerals, chemicals and petrochemicals distributed to the global manufacturing industry. Potential Competitive Strengths We believe our process to discover, finance, develop and operate unique natural resources, intellectual property and industrial assets provides us a competitive advantage to achieve critical mass through the development and acquisition of high-growth assets. Our principals have extensive experience in investing in and operating natural resource assets. We believe our potential competitive strengths to be the following: Application of Intellectual Property. We have a background in engineering, operations, finance and general management all within the natural resource sectors. Public Company Status - Our status as a public company will make us an attractive business partner to other natural resource related companies, and will provide greater access to capital and an increased company profile. Management Operating and Investing Experience - The members of our management team have developed a broad international network of contacts and corporate relationships which we believe will serve as a useful source of investment opportunities. 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 an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED OCTOBER 28, 2015 RMR Industrials Inc. 700,000 Units We are offering to sell 700,000 units (each a "Unit" and collectively, the "Units"), with each Unit consisting of one share of our Class B Common Stock and a warrant to purchase our Class B Common Stock (each a "Warrant" and collectively, the "Warrants"). Each Warrant entitles the holder to purchase one share of Class B Common Stock at an initial exercise price of $12.50. The Warrants are exercisable immediately and will expire five years from the date of issuance. There is no established public trading market for the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the warrants. Our Units are being offered by our executives on a best-efforts basis, which means there is no commitment on the part of anyone to purchase any of the Units. No sales commissions will be paid to our executive officers in connection with this offering. In the event that executive officers are unable to raise the full amount of the offering from potential investors, we may decide to engage FINRA members in order to assist us in raising any remaining capital under the offering. In the event we engage FINRA members, we expect to pay sales commissions of up to 10% of the gross offering proceeds from their sale of the offered Units. Any funds received as a part of this offering will be immediately deposited into our bank account and be available for our use. We have not made any arrangements to place funds in an escrow, trust or similar account for general business purposes. If we fail to raise enough capital to meet our business objectives, investors may lose their entire investment and will not be entitled to a refund. The offering shall terminate on the earlier of (i) the date when the sale of all Units registered under the Registration Statement of which this Prospectus is part is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all Units, or (iii) December 31, 2015. Our Class B Common Stock is currently quoted on the OTCQB under the symbol "RMRI". No shares of our Class B Common Stock have publicly traded on the OTCQB to date and there is no public market for our Units. The offering price of the Units will be $10.00 per Unit. For factors considered in determining the public offering price of the Units offered hereby, see "Determination of Offering Price." As of September 4, 2015, the Company effected a one for twenty reverse split of all of its authorized and issued and outstanding shares of Class B Common Stock. The information presented in this prospectus, including the number of units offered hereby, takes into account the aforementioned reverse split. We are an "emerging growth company" under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. Investing in our Units involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk Factors" beginning on page 7 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. Proceeds to Company after Expenses ($) Offering Price ($) Expenses(1) If 10% of Units are sold If 50% of Units are sold If 75% of Units are sold If 100% of Units are sold Per Unit Total 7,000,000 155,000 545,000 3,345,000 5,095,000 6,845,000 (1) Expenses include legal and accounting fees in connection with this offering. 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 date of this prospectus is , 2015. Growth Strategy We plan to organically develop multiple intellectual property assets within our fields of expertise. We believe the natural resource sectors have ample gaps in operations, optimization, and personnel management and the intellectual property we develop will help enable potential licensees to better execute in those areas providing key cost savings or revenue growth. We intend to purchase and develop our own proprietary assets to monetize our own physical resource assets but also license them to producers and industrial consumers in the relevant sectors. In furtherance of seeking assets to complement our development plan, on June 26, 2015, our wholly-owned subsidiary, United States Talc and Minerals Inc. ("USTM"), entered into a non-binding financing arrangement with Auramet International LLC ("Auramet"), whereby subject to certain conditions, including but not limited to, the approval of a satisfactory acquisition candidate, technical due diligence and an executable acquisition purchase agreement, Auramet will loan USTM the principal amount of $12,000,000. The maturity date of such note will be on the second anniversary of the closing and such note will accrue interest at a rate of 15% annually. The note shall be secured by a first priority lien on all the assets of USTM. We have also entered into a non-binding mezzanine financing arrangement with Auramet, whereby subject to meeting certain conditions, Auramet will loan USTM an additional principal amount of $5,000,000. The maturity date of such note will be on the second anniversary of the closing and such note will accrue interest at a rate of 15% annually. The note shall be secured by a second priority lien on certain assets of USTM. There are no assurances that USTM will enter into binding loan agreements with Auramet, and upon terms that are ultimately satisfactory to us. Any such failure will result in USTM and us having to seek financing from other potential sources. Our asset acquisition strategy focuses on the formation, development and growth of scalable natural resource enterprises through leveraging our deep industry relationships to facilitate off-market acquisitions of private assets, including family-owned assets, in the midst of both assets and generational transitions. We plan to create consistent and predictable cash flows from our various businesses alongside new and accretive areas of growth, the combination of which we believe creates a lower risk environment. To seek further growth, we will develop and license technology enablers, which we believe can result in exponential growth in markets with linear growth patterns tied to cyclical demands for products and services. Technology enablers include advances in enterprise systems in information technology, optimization of equipment and man hours and new applications and/or modification of materials for new material applications. The robustness of today s information technology systems permit a reasonable capital expense to manage dynamic sales channels while simultaneously introducing our product and service offerings into the supply chains of the world s top industrial companies. We intend to capture market share and provide services to the largest customers in the global manufacturing and supply industries. With the use of these technological advances, our goal is to eliminate unplanned down time at customer facilities, therefore increasing efficiency and profit margins. Summary

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider

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+PROSPECTUS SUMMARY This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including "Risk Factors" and the financial statements and related notes, included elsewhere in this prospectus. The Company History The Company is an early-stage company planning to acquire and operate hotels, residential properties and deep discount retail stores ("dollar stores") in California. The Company also intends to hold and trade precious metals, including gold and silver. The Company was incorporated in the State of Delaware in July 2012, and was formerly known as Sandgate Acquisition Corporation ("Sandgate" or "Sandgate Acquisition"). In July 2013, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company s name from Sandgate Acquisition Corporation to Sunstock, Inc. The Company is located at 111 Vista Creek Circle, Sacramento, California 95835. The Company s main phone number is (916) 860-9622. Business The Company intends to acquire and operate hotels, residential properties and dollar stores in the high demand areas of California, such as Southern California and the San Francisco Bay Area. The Company independently owns and operates a dollar store in Sacramento California, and intends to open additional dollar store retail locations throughout northern California. Additionally, the Company plans to begin trading in precious metals. The Company has acquired 100 ounces of silver, a small amount of gold, and is evaluating further positions in either the commodities market or bullion. The Company is also interested in acquiring a medium sized hotel in 2015. The Company may also acquire residential apartment complexes in years subsequent to 2015. In September 2013, the Company s management developed plans to open and operate two retail stores in Sacramento, California, under the name "Dollar Green Stores." In October 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc., a leading dollar store development and operations consultant. The Company retained Dollar Store Services, Inc. to advise on the development, design and build out of retail stores. In February 2014, the Company s first dollar store opened in Sacramento and consists of more than 2,200 square feet of retail store space. In May 2014, the Company opened its second retail storefront consisting of more than 4,700 square feet. The Company intends to open additional dollar stores in 2014 and thereafter pursue expansion into strategic locations currently underserved by the dollar store channel. In August 2014, the Company s first retail store closed for reasons unrelated to the Company s business. Hence, the Company currently has only one store open for business. The Company s dollar stores offer a wide selection of consumable merchandise products including packaged food comprised of cereals, canned soups, milk, eggs, vegetables, frozen and refrigerated foods, candies, cookies, crackers, salty snacks, carbonated beverages, over-the-counter medicines and personal care products, such as soap, body wash, shampoo, dental hygiene products, as well as skin, and foot care products. Additional products include gifts, party goods, toys, batteries, small electronics, greeting cards, pet supplies, pet food, gardening supplies, durable housewares, kitchen supplies, cookware, paper products, plastics, household chemicals, and many other items, including seasonal goods, such as Easter, Halloween, and Christmas merchandise. Currently, the Company owns no hotel or residential properties. Although the Company has no plans to purchase a hotel or residential apartment complex in the immediate future, The Company may do so in 2015, and is evaluating potential target properties. The Company also intends to begin trading precious metals. On December 19, 2014, the Company purchased 100 ounces of silver. The Company has since purchased gold and is evaluating potentially expanding its ownership of additional precious metals. Risks and Uncertainties facing the Company As an early-stage company, the Company has limited operating history and is expected to continuously experience losses in the near term. The Company needs to increase its revenue or locate additional financing in order to continue its developmental plans. As a company in the early part of its life, management of the Company must build and market its initial construction and development plans in order to execute the business plan of the Company on a broad scale. The Company anticipates that it would need approximately $100,000 over the next 12 months to continue as a going concern and expand its operations in accordance with its current business plan. One of the biggest challenges facing the Company will be in securing adequate capital to acquire or develop properties. Likewise, the Company will need to secure sufficient capital to operate the properties and retails storefronts. Secondarily, following acquisition or development of the property, a major challenge will be implementing effective sales, marketing and distribution strategies to reach the intended end customers. The Company has considered and devised its initial sales, marketing and advertising strategy, however, the Company will need to skillfully implement this strategy in order to achieve success in its business. The Company is subject to significant State and Federal regulations governing various aspects of its business, including but not limited to food, food safety and consumer safety. Changes in regulations (or the promulgation of new regulations or deletion of previous regulations) and/or consumer or regulatory claims against the Company, regardless of whether they are founded, may have a substantially adverse effect on the Company and its business. These increasing costs hamper the Company s ability to compete for new customers and maintain existing customers. Due to financial constraints and the early stage of the Company s life, the Company has to date conducted limited advertising and marketing to reach customers. In addition, the Company has not yet located the sources of funding to develop the Company on a broader scale through acquisitions or other major partnerships. If the Company were unable to locate such financing and/or later develop strong and reliable sources of potential customers and a means to efficiently reach buyers and customers, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan. Moreover, the above assumes that the Company s services are consistently met with client satisfaction in the marketplace and exhibit steady success amongst the potential customer base, neither of which is reasonably predictable or guaranteed. Due to these and other factors, the Company s need for additional capital, the Company s independent auditors have issued a report raising substantial doubt of the Company s ability to continue as a going concern. Trading Market Currently, there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation of its securities on the OTC Bulletin Board as soon as possible, which may be while this offering is still in process. There can

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+PROSPECTUS SUMMARY The following summary contains basic information about us and the rights offering. Because it is a summary, it may not contain all of the information that is important to you. Before making a decision to invest in shares of our common stock, you should read this prospectus carefully, including the sections entitled Risk Factors and The Rights Offering. About Voltari Corporation We empower our customers (including brands, marketers and advertising agencies) to maximize the reach and economic potential of the mobile ecosystem through the delivery of relevance-driven merchandising, digital marketing and advertising solutions, primarily over smartphones and other mobile devices. Voltari makes use of advanced predictive analytics capabilities and real-time data management (including sophisticated data curation and modeling) as well as audience targeting services provided by third parties to deliver the right content to the right person at the right time. Voltari s unique combination of technology, expertise and go-to-market approach delivers return-on-investment for our customers. Advertisers pay us to deliver their ads to mobile users, and we pay website and mobile application owners (or their proxies) for the use of their ad space. Our proprietary technology and data management platform and the audience targeting services provided by certain of our vendors allow us to analyze and augment the information accompanying web and mobile advertising opportunities and deliver highly targeted and engaging ad content to consumers in both programmatic and mediated environments. Our platform uses mass volumes of third-party data along with ad response and location data and, when available, first-party consumer data to generate, in real time, a score for each unique advertising opportunity which can be measured against an advertiser s creative materials and campaign goals. To date, we have identified more than 200 million server-side unique device profiles, many of which link multiple mobile devices to a single user. We continually collect additional anonymous data about users, audiences and their responses to mobile advertisements, which, in turn, refines our targeting and improves our placement choices. As of and for the nine months ended September 30, 2014, we had total assets of $26.3 million, total liabilities of $6.4 million and total stockholder s deficit of $(15.0) million. Our common stock is traded on NASDAQ under the symbol VLTC. Our common stock is currently listed on the NASDAQ Capital Market. On May 22, 2014, we received a letter from NASDAQ advising that we do not meet the minimum $2.5 million stockholders equity value requirement for continued listing on the NASDAQ Capital Market and we did not satisfy the alternative requirements for continued listing based on market value of listed securities or net income from continuing operations pursuant to applicable NASDAQ Marketplace Rules. In July 2014, we submitted a plan for compliance to NASDAQ and NASDAQ notified us that we had until November 18, 2014 to implement that plan and regain compliance with the requirements for continued listing. On November 19, 2014, NASDAQ notified us that, based on our continued non-compliance with the applicable $2.5 million stockholders equity value requirement for continued listing on NASDAQ, our securities would be subject to delisting by NASDAQ unless we timely requested a hearing before the Listing Qualifications Panel. We timely requested a hearing before the Listings Qualifications Panel, at which hearing we requested an extension of time to develop and execute a plan to regain compliance with the applicable requirements for continued listing on NASDAQ. The Listing Qualifications Panel has granted us an extension of time until May 18, 2015 to solidify a plan and to regain compliance with the minimum $2.5 million stockholders equity value requirement for continued listing on the NASDAQ Capital Market. Our common stock will continue to trade on NASDAQ under the symbol VLTC pending completion of the expiration of the extension period granted by the Listing Qualifications Panel. If we are unable to regain compliance with the $2.5 million stockholders equity value requirement or if we otherwise fail to evidence and sustain compliance with all applicable requirements for continued listing on NASDAQ, our common stock may be subject to delisting by NASDAQ. Table of Contents Voltari Corporation is a Delaware corporation. Our principal executive offices are located at 601 West 26th Street, Suite 415, New York, New York 10001, and our telephone number is (212) 388-5500. Our internet address is www.voltari.com. The information contained on our web site is not part of, and is not incorporated or included into, this prospectus. Summary of the Rights Offering The following summary contains basic information about us and the rights offering. Because it is a summary, it may not contain all of the information that is important to you in connection with your decision to participate or decline participation in the rights offering. Before making a decision to subscribe and invest in shares of our common stock, to exercise your common stock warrants to acquire shares of our common stock or to transfer or sell your subscription rights, you should read the

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+PROSPECTUS SUMMARY The following summary highlights material information found in more detail elsewhere in the Prospectus. It does not contain all of the information you should consider before investing in our securities. You should carefully read all information in the Prospectus, including the financial statements and their explanatory notes, under the Financial Statements and the risks of investing in our Common Stock as discussed under "Risk Factors" prior to making an investment decision. In this Prospectus, the terms "we," "us," "our," "Company," PSWW , PSI , and Principal Solar refer to Principal Solar, Inc., a Delaware corporation, and its subsidiaries. Business Our business plan is to acquire, build, own, and operate profitable, large-scale solar generation facilities, while also creating a website which is a focal point for solar vendors and buyers, and to create an innovative solar company. The Company is in a fast growing segment of the global energy industry and, as of March 31, 2015, had approximately $566,000 of cash on hand, and has generated only approximately $1,685,000 of total revenues since the Company s change in business focus in connection with the Exchange Agreement (as defined below), and there remain questions about the Company s ability to continue as a going concern. Based on the knowledge, expertise and operational experience of our technical and management team, as well as our focus on photovoltaic ("PV") generation facilities, we believe we have a team in place that can grow our operations and to potentially become one of the most significant players in the renewable energy sector. Our primary objective is to build a significant, innovative and valuable solar company. We are currently employing our business expertise, our Board of Directors, advisory team and employee expertise with the goal of accelerating growth in an industry that we believe is ripe for consolidation today based upon our management s observation that the solar industry has many unrelated participants (i.e., that it is "fragmented"), our observation of the industry's rapid expansion and growing acceptance of solar generation, and the observable declining costs for solar panels and inverters. These observations have caused us to believe the solar industry is on the brink of building very large-scale projects in the next two to three years due to the number of projects currently proposed. Each of these observations is described in greater detail below under "Industry". Already underway, the Company plans to: 1. Aggregate the large community of fragmented solar entities in an accelerating acquisition strategy with the goal of creating a large balance sheet of solar electricity generation. 2. Establish thought leadership by networking with, in the view of our management, some of the best-known and highly regarded individuals in the sector, who author white papers, define standards and host webinars at www.PrincipalSolarInstitute.org . 3. Develop new commercial utility-scale solar projects leveraging our existing partnerships and relationships and those of our Board members and advisors, many of whom have spent decades in management roles within the traditional utility or energy industries, to make introductions to solar project developers, financiers, and utility industry executives with whom we hope to negotiate power purchase agreements ("PPA"), interconnection agreements, and other agreements. 4. Build an entity capable of creating innovative large-scale solar projects by hiring capable and experienced engineers and engaging developers experienced in the design and construction of large-scale solar projects, both domestically and abroad; by hiring capable executives in accounting, legal, real estate, etc., necessary to manage such an endeavor; and by obtaining financing from commercial banks, non-bank lenders (assuming such financing is available), and one or more public or private offerings of our equity securities in combination sufficient to fund the project. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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 of 1933, 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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act Large Accelerated filer Accelerated Filer Non-Accelerated filer Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee (2) Common Stock, $.01 par value $ 15,525,000 $1,804 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes offering price of any additional shares that the underwriters have the option to purchase. ( 2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. The Registrant previously paid a registration fee of $3,675. Pricing for the shares was determined as described herein in the section entitled "Determination of Offering Price" in the table of contents. The Registrant hereby amends its 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. To date, we have completed the acquisition of four entities (including three solar power production companies), and are in the process of acquiring additional solar projects. We have begun to create what we call the world s first distributed solar utility - although there are many individual solar projects in operation throughout the world, we don t believe that anyone has previously attempted to bring together multiple, disparate, geographically diverse solar projects under common ownership thereby building a complete utility-scale solar power generation company. Our business plan begins with a rollup strategy. We are in the process of acquiring cash flow positive solar assets from around the country with the goal of consolidating those assets into a distributed generation business. We utilize a partnership strategy that leverages creative deal making expertise and our team of energy industry personnel with significant experience in the industry. Our strategy is to couple fifty years of electric utility expertise with business expertise, entrepreneurial innovation, financial know-how and solar engineering to create a new era in electricity generation. The Company hopes to become the recognized leader in solar energy delivery by consolidating a significant share of the fragmented solar market to gain significant momentum and, when grid parity (i.e., solar power being as expensive if not cheaper than traditionally generated energy) has arrived, building large scale projects with an ultimate goal of generating gigawatts (a billion watts or "GW") of cost effective, clean electricity with the goal of stabilizing electrical prices and preserving natural resources. Acquisitions As of the date of this Prospectus, the Company has completed the acquisition of three solar power production facilities amounting to just under 3,200 kilowatts ("KW"). Moving forward, management plans to negotiate with entities that manage and own projects in the 10 megawatt (ten million watts or "MW") range up to 100 MW. As the assets under Company management increase, the Company hopes that its resources and market momentum, as well as its access to additional capital once public, will enable the acquisition of larger entities. Principal Sunrise IV IS (fka "IS 46")(pending) In November 2014, the Company entered into a Membership Interest Purchase Agreement ("MIPA") with Innovative Solar Systems, LLC, a solar developer operating primarily in North Carolina, to acquire Innovative Solar 46, LLC ("PS IV"), the owner of a 78.5mw AC solar project to be built in Cumberland County, North Carolina. PS IV holds a single and intangible asset, a 15-year PPA with Duke Energy Progress, Inc. ("Duke"). PS IV does not have, nor has it ever had, any other assets, any liabilities, any employees, any revenues, or any operations of any kind. As such, PS IV is not a "business" as defined in the accounting literature, and it has no historical financial statements. PSI agreed to pay Innovative Solar Systems, LLC $6,280,000 for 100% of the membership interest of PS IV in a series of payments of approximately $300,000 per month between execution of the MIPA and the financial close (the point at which all project financing is arranged), and a balloon payment at financial close sufficient to having cumulatively paid 70% of the $6,280,000 price. The remaining 30% of the purchase price will be paid in installments of $150,000 per month through the project's commercial operation date. At March 31, 2015, a total of $2,070,000 had been paid, and failure by the Company to make any of the future scheduled payments may result in the loss of all payments made through such date. The Company is working with engineering and construction firms on final designs, and the total cost of the project based upon the preliminary work is expected to be approximately $164 million, including an estimated $5 million from this offering. The Company is in discussion with multiple parties to provide the acquisition, construction, and permanent financing for the project, however, no assurance can be given that adequate financing on terms acceptable, or even available, to the Company will be obtained. Closing of the acquisition is expected to occur no later than June 22, 2015 (as extended), and construction is expected to be completed in late 2015. On April 27, 2015, the Company entered into an Engineering, Procurement, and Construction Agreement with Alpha Technologies Services to build PS IV. The agreement provides for construction of the project for a fixed price of approximately $73 million to be paid in a series of progress payments, but excludes major portions of the materials that the Company will purchase directly from suppliers and the substation connecting the project to the local utility. Payments under the agreement are expected to be funded from separate construction financing yet to be arranged by the Company. The targeted date for the project achieving mechanical completion is December 18, 2015, and the contractor will provide a two-year warranty upon completion. 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 or other jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 15, 2015 1,500,000 Shares PRINCIPAL SOLAR, INC. Common Stock _________________________________ We are offering shares of our common stock, and anticipate the public offering price will be between $7.00 and $9.00 per share. Our $0.01 par value common stock ("Common Stock") is currently quoted on the OTC Pink market maintained by OTC Markets Group, Inc. under the symbol PSWW . The last reported trading price of our shares on June 12, 2015, was $14.00 following a 1:4 reverse stock split effected May 6, 2015, and described elsewhere herein. In conjunction with this offering, our Common Stock has been approved for listing on the Nasdaq Capital Market under the symbol "PSWW". We are an emerging growth company as the 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. Please refer to discussions under Risk Factors below concerning how and when we may lose emerging growth company status and the various exemptions that are available to us.