SEC Declares S1 Registration Statement for T-REX Acquisition Corp. Effective

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PLANTATION, Fla., Sept. 20, 2022 -- T-REX Acquisition Corp. (PINK: TRXA) announced the registration statement concerning the registration of 6,505,267 shares of its common stock has been declared effective by the Securities and Exchange Commission. The prospectus relates to the possible resale, from time to time, by the selling stockholders of up to an aggregate of 6,530,267 shares of the Company's common stock, par value $0.001 per share (the "Shares"), including (i) an aggregate of 747,837 shares acquired by those selling stockholders who purchased the Company's common stock and warrants pursuant to a Securities Purchase Agreement (defined below) (the "PIPE Investors"), (ii) an aggregate of 747,837 shares issuable upon the exercise in full of warrants (the "PIPE Warrant Shares"), (iii) an aggregate of 2,437,500 shares of the Company's common stock issuable upon the exercise of warrants held by the remaining Selling Stockholders (the "Non-PIPE Warrant Shares") (assuming the Warrants are exercised in full without regard to any exercise limitations therein), and (iii) 2,597,093 shares of common stock, including common stock owned by the Company's long term investors and beneficially owned by certain directors and current executive officers of the Company.

The Shares will be offered and sold by the selling stockholders at a fixed price of $1.50 per share until our common stock is quoted on OTC Market Group, Inc.'s "OTCQB" or "OTCQX" tiers, and thereafter the Shares may be sold at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Although we intend to pursue an application for listing on the OTCQB tier, we cannot assure you that our common stock will, in fact, be quoted on the OTCQB tier. The Company will not receive any proceeds from the sale of the Shares by the selling stockholders, although the Company will receive the proceeds from any cash exercise of the Warrants.

T-REX Acquisition Corp. is presently listed on the Pink Sheets under the ticker symbol "TRXA".

On September 8, 2022, the Securities and Exchange Commission declared effective the registration statement on Form S-1 relating to the Shares. A final prospectus relating to this registration statement was filed with the Securities and Exchange Commission on September 8, 2022.

Investors may obtain these documents at no cost by visiting the Securities and Exchange Commission's website at http://www.sec.gov.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words. These forward-looking statements, which reflect management's expectations regarding future events and operating performance and speak only as of the date of this press release. These forward-looking statements are not guarantees of future performance or events and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results and events to differ materially from such statements. Factors can be found in the Company's filings with the Securities and Exchange Commission. There can be no assurance that management's expectations, beliefs, events, or projections will result or be achieved or accomplished. The Company undertakes no obligation to update or revise such forward-looking information, whether as a result of new information, future events or otherwise, except as may otherwise be required by law.

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in any jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

Media Contact:
Frank Horkey, CEO
(954) 742-3001
[email protected]

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SOURCE T-REX Acquisition Corp.