AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 2026
REGISTRATION
NO. 333-291977
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AVAX
ONE TECHNOLOGY LTD.
(Exact
name of registrant as specified in its charter)
British
Columbia
(State
or other jurisdiction of incorporation or organization)
Not
applicable.
I.R.S.
Employer Identification Number
800-525
West 8th Avenue
Vancouver,
BC, Canada V5Y 1C6 |
|
V5Y
0M6 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(604)
757-0952
(Telephone
Number)
Jolie
Kahn, Esq.
430
Park Avenue, 19th floor
New
York, NY 10022
(516)
217-6379
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Jolie
Kahn, Esq.
430
Park Avenue, 19th floor
New
York, NY 10022
Phone:
(516) 217-6379
Fax:
(866) 705-3071
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
Emerging
growth company ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange 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 Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
We
are filing this Amendment No. 1 (this “Amendment”) to our registration statement on Form S-3, initially filed on
December 5, 2025 (File No. 333-291977), as amended (the “Registration Statement”), as an exhibits-only filing to file
legal opinions on Exhibit 5.1 and 5.2 and an updated auditor consent on Exhibit 23.3. Accordingly, this Amendment consists only of
the facing page, this explanatory note, Part II of the Registration Statement, including the signature page and the exhibit index,
and the filed exhibits. The prospectus is unchanged and has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses payable by the Registrant in connection with this offering, other than underwriting
commissions and discounts, all of which are estimated except for the SEC registration fee.
| Item | |
Amount | |
| SEC registration fee | |
$ | 276,200 | |
| Printing and engraving expenses | |
| * | |
| Legal fees and expenses | |
| * | |
| Accounting fees and expenses | |
| * | |
| Transfer agent and registrar’s fees and expenses | |
| * | |
| Miscellaneous expenses | |
| * | |
| Total | |
| * | |
*
These expenses are not presently known and cannot be estimated at this time as they are based upon the amount and type of security being
offered, as well as the number of offerings. The aggregate amount of these expenses will be reflected in the applicable prospectus supplement.
Item
15. Indemnification of Directors and Officers.
Our
bylaws, as amended, provide to the fullest extent permitted by British Columbia law, that our directors or officers shall not be personally
liable to us or our shareholders for damages arising from the performance of such director’s or officer’s duties. The effect
of this provision of our bylaws, as amended, is to eliminate our right and our shareholders’ rights (through shareholders’
derivative suits on behalf of our Company) to recover damages against a director or officer arising from the performance of such director’s
or officer’s duties, except under certain situations defined by statute. We believe that the indemnification provisions in our
bylaws, as amended, are necessary to attract and retain qualified persons as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item
16. Exhibits.
Exhibit
Number |
|
Description
of Document |
| |
|
|
| 1.1 |
|
Placement
Agency Agreement* |
| 1.2 |
|
Form
of Underwriting Agreement.* |
| 4.1 |
|
Articles of Incorporation and Bylaws (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on December 16, 2020). |
| 4.2 |
|
Form
of Certificate of Designation.* |
| 4.3 |
|
Form
of Preferred Share Certificate.* |
| 4.4 |
|
Form
of Warrant Agreement.* |
| 4.5 |
|
Form
of Warrant Certificate.* |
| 4.6 |
|
Form
of Share Purchase Agreement.* |
| 4.7 |
|
Form
of Unit Agreement.* |
| 5.1 |
|
Legal
Opinion of Farris LLP** |
| 5.2 |
|
Legal Opinion of Jolie Kahn, Esq.** |
| 23.1 |
|
Consent of Marcum LLP.** |
| 23.2 |
|
Consent of Legal Counsel (contained in Exhibit 5.1)** |
| 23.3 |
|
Consent of Legal Counsel (contained in Exhibit 5.2)** |
| 24.1 |
|
Power of Attorney (included on the signature pages of this registration statement) |
| 107 |
|
Filing
Fee Table*** |
| * |
To
be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein. |
| |
|
** |
Filed
herewith. |
| |
|
| *** |
Filed with the filing of the original Registration Statement filed on Form S-3 on December 5, 2025. |
Item
17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). that are
incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d)
The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act:
(1)
the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared effective; and
(2)
each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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-3 and has duly caused this registration statement or Amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in Vancouver, BC, Canada, on January 9, 2026 .
| AVAX
ONE TECHNOLOGY LTD. |
|
| |
|
|
| By: |
/s/
Jolie Kahn |
|
| Name: |
Jolie
Kahn |
|
| Title: |
Chief
Executive Officer |
|
| |
|
|
| By: |
/s/
Chris Polimeni |
|
| Name: |
Chris
Polimeni |
|
| Title: |
Chief
Financial Officer |
|
