Meso Numismatics, Inc. Files S-1 Registration Statement

TL;DR

<b>Meso Numismatics, Inc. has filed an S-1 registration statement for securities to be offered on a delayed or continuous basis.</b>

AI Summary

MESO NUMISMATICS, INC. (RMTG) filed a IPO Registration (S-1) with the SEC on January 2, 2024. Meso Numismatics, Inc. filed an S-1 registration statement with the SEC on January 2, 2024. The company is incorporated in Nevada and its principal executive offices are located in Boca Raton, Florida. The filing is for a registration statement under the Securities Act of 1933. The company is classified as a smaller reporting company and a non-accelerated filer. The proposed sale of securities is to occur from time to time after the effective date of the registration statement.

Why It Matters

For investors and stakeholders tracking MESO NUMISMATICS, INC., this filing contains several important signals. This S-1 filing indicates Meso Numismatics, Inc. is preparing to offer securities, potentially for capital raising or other corporate actions. As a smaller reporting company and non-accelerated filer, the company's disclosure requirements are less stringent, which may impact investor analysis.

Risk Assessment

Risk Level: low — MESO NUMISMATICS, INC. shows low risk based on this filing. The risk is low as this is a standard S-1 filing for a smaller reporting company, indicating initial steps in a public offering process rather than immediate financial distress or significant operational changes.

Analyst Insight

Monitor future filings for details on the securities being offered, the intended use of proceeds, and the company's financial performance.

Key Numbers

• 2024-01-02 — Filing Date (S-1 Registration Statement)
• 333-276343 — SEC File Number (Registration Statement)
• 88-0492191 — IRS Employer Identification Number (Registrant)
• 1231 — Fiscal Year End (Registrant)

Key Players & Entities

• MESO NUMISMATICS, INC. (company) — Filer name
• 0001213900-24-000237 (other) — Accession Number
• 20240102 (date) — Filing Date
• S-1 (other) — Form Type
• 333-276343 (other) — SEC File Number
• Boca Raton, Florida (location) — Business Address
• Scott Doney, Esq. (person) — Legal Counsel
• The Doney Law Firm (company) — Legal Counsel

Forward-Looking Statements

• Meso Numismatics, Inc. will proceed with a public offering of securities. (Meso Numismatics, Inc.) — high confidence, target: After the effective date of this registration statement
• The offering will likely be conducted over an extended period rather than a single event. (Meso Numismatics, Inc.) — high confidence, target: Ongoing

FAQ

Industry Context

The company operates in the retail sector, specifically within retail stores, NEC (Not Elsewhere Classified).

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of new securities offerings.

What Investors Should Do

1. Review the full S-1 filing for details on the proposed securities offering.
2. Track future SEC filings for updates on the offering's progress and company financial health.
3. Research the company's business model and market position within the numismatics retail sector.

Key Dates

• 2024-01-02: Filing of S-1 Registration Statement — Initiates the process for public offering of securities.

Year-Over-Year Comparison

This is the initial S-1 filing for Meso Numismatics, Inc., so there is no prior filing to compare against.

Key Financial Figures

• $10,000,000 — issue Purchase Notices to GHS for up to $10,000,000 in shares of our common stock through t
• $0.0073 — ted sale price for our common stock was $0.0073 per share. Prior to this offering, th
• $0.001 — e shares of our common stock, par value $0.001 per share (the "Common Stock") based on
• $10,000 — he put, in an amount equaling less than $10,000 or greater than $500,000. Pursuant to
• $500,000 — aling less than $10,000 or greater than $500,000. Pursuant to the Financing Agreement,

Filing Documents

• ea190955-s1_meso.htm (S-1) — 1903KB
• ea190955ex5-1_meso.htm (EX-5.1) — 12KB
• ea190955ex21-1_meso.htm (EX-21.1) — 2KB
• ea190955ex23-1_meso.htm (EX-23.1) — 2KB
• ea190955ex-fee_meso.htm (EX-FILING FEES) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-000237.txt (&nbsp;) — 9500KB
• mssv-20230930.xsd (EX-101.SCH) — 100KB
• mssv-20230930_cal.xml (EX-101.CAL) — 55KB
• mssv-20230930_def.xml (EX-101.DEF) — 458KB
• mssv-20230930_lab.xml (EX-101.LAB) — 753KB
• mssv-20230930_pre.xml (EX-101.PRE) — 473KB
• ea190955-s1_meso_htm.xml (XML) — 1101KB

USE OF PROCEEDS

USE OF PROCEEDS 17 DETERMINATION OF OFFERING PRICE 17

DILUTION

DILUTION 17 SELLING SECURITY HOLDER 18 PLAN OF DISTRIBUTION 21

DESCRIPTION OF SECURITIES TO BE REGISTERED

DESCRIPTION OF SECURITIES TO BE REGISTERED 22 INTERESTS OF NAMED EXPERTS AND COUNSEL 27 INFORMATION WITH RESPECT TO THE REGISTRANT 27 MATERIAL CHANGES 52 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 52 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION II-1 INDEMNIFICATION OF OFFICERS AND DIRECTORS II-1 RECENT SALES OF UNREGISTERED SECURITIES II-2 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES II-3 We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholder is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. In this prospectus, unless the context suggests otherwise, "Meso" the "Company," "we," "us," and "our" refer to Meso Numismatics, Inc., a Nevada corporation, and its wholly owned subsidiaries. i SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES You should carefully read all information in the prospectus, including the financial statements and their explanatory notes under the Financial Company Overview Since the acquisition of Global Stem Cell Group in August of 2021, our focus has been mainly dedicated to its operations serving the markets in the regenerative medicine industry. On October 28, 2022, we entered into an Agreement of Conveyance, Transfer and Assignment of Subs

View Full Filing

View this S-1 filing on SEC EDGAR