0001144204-19-034038.txt : 20190709 0001144204-19-034038.hdr.sgml : 20190709 20190708191610 ACCESSION NUMBER: 0001144204-19-034038 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190709 DATE AS OF CHANGE: 20190708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: To The Stars Academy of Arts & Science Inc. CENTRAL INDEX KEY: 0001710274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 820601064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10946 FILM NUMBER: 19946157 BUSINESS ADDRESS: STREET 1: 1051 S. COAST HWY 101 STREET 2: SUITE B CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: 7606377268 MAIL ADDRESS: STREET 1: 1051 S. COAST HWY 101 STREET 2: SUITE B CITY: ENCINITAS STATE: CA ZIP: 92024 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001710274 XXXXXXXX 024-10946 true To The Stars Academy of Arts and Science Inc. DE 2017 0001710274 7819 82-0601064 7 1 315 S. Coast Hwy 101 Suite U38 ENCINITAS CA 92024 760-266-5313 Jamie Ostrow Other 107041.00 0.00 41204.00 259124.00 905387.00 261130.00 0.00 1647938.00 -742551.00 905387.00 902048.00 514564.00 182534.00 -10660495.00 -0.15 -0.15 dbbmckennon Class A Common Stock 11516986 000000000 N/A Class B Common Stock 5400 000000000 N/A N/A 0 000000000 N/A N/A 0 000000000 N/A true true Tier2 Audited Equity (common or preferred stock) Y N N Y Y N 6000000 11516986 5.0000 30000000.00 0.00 0.00 0.00 30000000.00 dbbmckennon 2000.00 CrowdCheck Law LLP 40000.00 27300000.00 true AL AK AZ AR CA CO CT DE GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NV NH NJ NM NY NC OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR To The Stars Academy of Arts and Science Inc. Class A Common Stock 274046 0 $1,370,230 at $5.00 per share. Regulation A PART II AND III 2 tv524907_partiiandiii.htm PART II AND III

 

Explanatory Note

 

To The Stars Academy of Arts and Science Inc. has prepared this Form 1-A/A solely for the purpose of updating the cross-references in Part III.

 

PART III

INDEX TO EXHIBITS

  

2.1 Amended and Restated Certificate of Incorporation (1)
2.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation (2)
2.4 Amended and Restated Bylaws (3)
3 Stockholders Agreement (4)
4 Form of Subscription Agreement (5)
6.1 Licensing Agreement dated April 26, 2017 (6)
6.2 Contribution Agreement dated April 27, 2017 (7)
6.3 Contribution Agreement dated June 1, 2017 (8)
6.4 Copyright Assignment dated March 31, 2017 (9)
6.5 Intellectual Property Transfer Agreement dated March 31, 2017 (10)
6.6 2017 Stock Incentive Plan (11)
6.7 Notice of Grant of Stock Option (12)
6.8 Lock-Up Agreement (13)
6.9 Loan Agreement dated April 26, 2017 (14)
6.10 First Amendment to Loan Agreement dated August 10, 2017 (15)
6.11 Second Amendment to Loan Agreement dated April 19, 2018 (16)
6.12 Beamed Energy Launch System Program Planning Project Statement of Work (17)
6.13 Materials Study – Set A Program Statement of Work (18)
6.14 Secured Promissory Note (19)
6.15 Debt Forgiveness Agreement dated March 31, 2019 (20)
6.16 Loan Agreement dated March 31, 2019 (21)
6.17 Rescission and Relinquishment Agreement (Stockholders) dated April 17, 2019 (22)
6.18 Rescission and Relinquishment Agreement (Options) dated April 18, 2019 (23)
6.19 Amended and Restated 2017 Stock Incentive Plan (24)
6.20 Independent Director Agreement dated May 14, 2019 (25)
6.21 Subscription Agreement dated May 14, 2019 (26)
8 Form of Escrow Services Agreement (27)
11 Consent of Independent Auditor (28)
12 Opinion of CrowdCheck Law, LLP (29)
13 “Testing the waters” Materials (30)

 

(1) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename3.htm)

 

(2) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419029517/tv522799_ex2-3.htm)

 

(3) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419029517/tv522799_ex2-4.htm)

 

(4) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename5.htm)

 

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(5) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419006365/tv509356_ex4.htm)

 

(6) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename7.htm)

 

(7) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename8.htm)

 

(8) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename9.htm)

 

(9) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename10.htm)

 

(10) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename11.htm)

 

(11) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10728 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420417036300/filename12.htm)

 

(12) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2017 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418023727/tv492460_ex6-7.htm)

 

(13) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2017 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418023727/tv492460_ex6-8.htm)

 

(14) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2017 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418023727/tv492460_ex6-9.htm)

 

(15) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2017 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418023727/tv492460_ex6-10.htm)

 

(16) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2017 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418023727/tv492460_ex6-11.htm)

 

(17) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the semiannual period ended June 30, 2018 on Form 1-SA (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418050766/tv503167_ex6-12.htm)

 

(18) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the semiannual period ended June 30, 2018 on Form 1-SA (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418050766/tv503167_ex6-13.htm)

 

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(19) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the semiannual period ended June 30, 2018 on Form 1-SA (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420418050766/tv503167_ex6-14.htm)

 

(20) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2018 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419022341/tv519688_ex6-15.htm)

 

(21) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2018 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419022341/tv519688_ex6-16.htm)

 

(22) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2018 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419022341/tv519688_ex6-17.htm)

 

(23) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2018 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419022341/tv519688_ex6-18.htm)

 

(24) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Annual Report for the annual period ended December 31, 2018 on Form 1-K (Commission File No. 24R-00116 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419022341/tv519688_ex6-19.htm)

 

(25) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419029517/tv522799_ex6-20.htm)

 

(26) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419029517/tv522799_ex6-21.htm)

 

(27) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419006365/tv509356_ex8.htm)

 

(28) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419032124/tv523721_ex11.htm)

 

(29) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419029517/tv522799_ex12.htm)

 

(30) Filed as an exhibit to the To The Stars Academy of Arts and Science Inc. Regulation A Offering Statement on Form 1-A/A (Commission File No. 024-10946 and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1710274/000114420419032124/tv523721_ex13.htm)

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, State of California, on July 8, 2019.

 

  TO THE STARS ACADEMY OF ARTS AND SCIENCE INC.
   
  /s/ Thomas M. DeLonge
  By Thomas M. DeLonge, Chief Executive Officer

 

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

 

/s/ Thomas M. DeLonge  
Thomas M. DeLonge, Director, Chief Executive Officer, and President

Date: July 8, 2019

 
/s/ Louis Tommasino  
Louis Tommasino, Chief Financial Officer and Principal Accounting Officer

Date: July 8, 2019

 
/s/ Harold Puthoff  
Harold Puthoff, Director

Date: July 8, 2019

 

/s/ J. Christopher Mizer  
J. Christopher Mizer, Director  

Date: July 8, 2019

  

 

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