Post-effective Amendment to Registration Statement (pos Am)

 

As filed with the Securities and Exchange Commission on May 25, 2018

 

Registration No. 333-203361

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

 

POST EFFECTIVE AMENDMENT NO. 2

TO

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________

 

METASTAT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		3674		20-8753132
(State or jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

 

27 Drydock Ave, 2nd Floor

Boston, MA 02210

[phone]

(Address and telephone number of principal executive offices)

 

Douglas A. Hamilton

Chief Executive Officer

27 Drydock Ave, 2nd Floor

Boston, MA 02210

[phone]

(Name, address and telephone number of agent for service)

 

Copies to:

 

David J. Levine, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

[phone]

[phone] (fax)

 

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, 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 (Do not check if a smaller reporting company)	☒	Smaller reporting company

 

 

 

 

 

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 2 is an amendment to the Registration Statement on Form S-1 (Reg. No. 333-203361) (the “Registration Statement”) of MetaStat, Inc. (the “Company”). The offerings under the Registration Statement have been terminated. Pursuant to the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister all of the securities that remain unsold under the Registration Statement.

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on May 25, 2018.

 

 

	METASTAT, INC.
	By:	/s/ Douglas A. Hamilton
	Name:	Douglas A. Hamilton
	Title:	President and Chief Executive Officer (principal executive, accounting and financial officer)

 

 

In accordance with the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

/s/ Douglas A. Hamilton		May 25, 2018
Douglas A. Hamilton
President, Chief Executive Officer and Director (principal executive, accounting and financial officer)
/s/ Jerome B. Zeldis		May 25, 2018
Jerome B. Zeldis
Chairman of the Board of Directors
/s/ Paul Billings		May 25, 2018
Paul Billings
Director