Allarity Therapeutics, Inc. (Form: S-4/A, Received: 10/20/2021 17:12:22)

As filed with the Securities and Exchange Commission on October 19, 2021

Registration No. 333-258968

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ALLARITY THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		2834		98-0862255
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

210 Broadway, Suite 201
Cambridge, MA 02139
Telephone: (401) 426-4664
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steve R. Carchedi
c/o Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Telephone: (401) 426-4664
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Scott E. Bartel
Lewis Brisbois Bisgaard & Smith LLP
633 West 5^th Street, Suite 4000
Los Angeles, CA 90071
(213) 358-6174

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the reorganization.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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, a smaller reporting company, or 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. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered			Proposed maximum offering price per share⁽³⁾		Proposed maximum aggregate offering price		Amount of registration fee
Allarity common stock, par value $0.0001 per share		10,704,484	⁽¹⁾	$	11.47	$	122,780,431.48	$	13,395.35
Allarity common stock, par value $0.0001 per share		925,741	⁽²⁾	$	11.47	$	10,618,249.27	$	1,158.45
Total		11,630,225				$	133,398,680.75	$	14,553.80	⁽⁴⁾

(1)

Based on the maximum number of shares of common stock, par value $0.0001 per share (“Allarity common stock”), of the registrant, Allarity Therapeutics, Inc. (“Allarity Delaware”), estimated to be issued, or issuable, by Allarity Delaware upon the consummation of the reorganization described herein (the “Recapitalization Share Exchange”). This number is based on the product of (i) 535,224,197, which represents the aggregate number of ordinary shares of Allarity Therapeutics A/S (“Allarity A/S”), nominal value DKK 0.05 per share (“Allarity A/S ordinary shares) expected to be issued and outstanding prior to the Recapitalization Share Exchange and (ii) 0.02 shares of Allarity Delaware common stock which represents the exchange ratio for each Allarity A/S ordinary share.

(2)

Represents the product of (i) 46,287,002 Allarity A/S ordinary shares underlying officer and director warrants or other equity-based awards that are to be assumed by Allarity Delaware upon consummation of the Recapitalization Share Exchange and (ii) 0.02 shares of Allarity Delaware common stock which represents the exchange ratio for each Allarity A/S ordinary share.

(3)

Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(f)(1) under the Securities Act of 1933, the per share offering price of Allarity Delaware common stock was calculated as follows: (1) $0.23, which represents the average high and low sales price of Allarity A/S ordinary share as reported on the Nasdaq First North Growth Market in Stockholm, Sweden on August 17, 2021 times (ii) 50 which represent the proposed exchange ratio of 0.02 shares of Allarity Delaware common stock for each Allarity A/S ordinary share.

(4)

Previously paid.

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, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 3 to the Registration Statement on Form S-4 (Registration No. 333-258968)(the “Registration Statement”) is filed for the purpose of filing Exhibit 5.1 to the Registration Statement. No changes or additions are being made to the Information Statement/Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 20 or 22 of Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the DGCL provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation; provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation; provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Allarity Delaware’s certificate of incorporation provides that the company’s officers and directors will be indemnified by Allarity Delaware to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, Allarity Delaware’s certificate of incorporation provides that the company’s directors will not be personally liable for monetary damages to Allarity Delaware or to Allarity Delaware’s shareholders for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.

Allarity Delaware will enter into agreements with officers and directors of the company to provide contractual indemnification in addition to the indemnification provided for in the amended and restated certificate of incorporation. Allarity Delaware’s bylaws also permit the company to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. Allarity Delaware will obtain a policy of directors’ and officers’ liability insurance that insures officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures Allarity Delaware against obligations the company may have to indemnify any of its officers and directors.

A shareholder’s investment may be adversely affected to the extent Allarity Delaware pays the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

Allarity Delaware believes that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, Allarity Delaware has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In accordance with Section 102(b)(7) of the DGCL, Allarity Delaware’s certificate of incorporation provides that a director will not be personally liable to Allarity Delaware or Allarity Delaware’s shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Allarity Delaware or Allarity Delaware’s shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective. Accordingly, these provisions will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care.

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Item 21. Exhibits and Financial Statement Schedules

Exhibit No.		Description
2.1*		Amended and Restated Plan of Reorganization and Asset Purchase Agreement by and among Allarity Therapeutics, Inc. a Delaware corporation, Allarity Acquisition Subsidiary, a Delaware corporation and Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark, dated as of September 23, 2021 (included as Annex A to the information statement/prospectus)
3.1*		Certificate of Incorporation of Allarity Therapeutics, Inc.
3.2*		Bylaws of Allarity Therapeutics, Inc.
3.3**		Certificate of Amendment to the Certificate of Incorporation of Allarity Therapeutics, Inc.
3.4***		Amended and Restated Bylaws of Allarity Therapeutics, Inc.
4.1**		Specimen Common Stock Certificate of Allarity Therapeutics, Inc.
4.2*		Form of Warrant
5.1****		Opinion of Lewis Brisbois Bisgaard & Smith LLP
8.1***		Opinion of Lewis Brisbois Bisgaard & Smith LLP
10.1*#		Allarity Therapeutics, Inc. 2021 Equity Incentive Plan (included as Annex B to the information statement/prospectus)
10.2*†		Exclusive License Agreement between Oncology Venture A/S and Smerud Medical Research International AS Dated as of June 26, 2020
10.3*†		Amended and Restated License Agreement between Allarity Therapeutics A/S and LiPlasome Pharma ApS, dated January 2021
10.4*†		Exclusive License Agreement between Oncology Venture, APS and 2-BBB Medicines BV, dated as of March 27, 2017
10.5***†		Development, Option and License Agreement between Oncology Venture ApS and R-Pharm US Operating LLC, dated March 1, 2019
10.6***†		Exclusive License Agreement between Oncology Venture, ApS and Eisai, Inc., dated as of July 6, 2017
10.7***†		License Agreement between Novartis Pharma Ag and Oncology Venture, ApS, dated April 6, 2018
10.8*+		Securities Purchase Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LLP
10.9*		Registration Rights Agreement dated May 20, 2021 between Allarity Therapeutics, Inc. and 3i, LLP
10.10*†		Asset Purchase Agreement dated July 23, 2021 between Allarity Therapeutics A/S and Lantern Pharma Inc.
10.11***		First Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated December 20, 2020.
10.12***†		Second Amendment to the Exclusive License Agreement between Eisai and Allarity Therapeutics A/S dated as of August 3, 2021.
10.13***†		Third Amendment To Exclusive License Agreement with Smerud Medical Research International AS Dated as of September 28, 2021.
16.1*		Letter from PriceWaterhouseCoopers, dated August 20, 2021, regarding Change in Independent Registered Public Accounting Firm
21.1*		Subsidiaries of the Registrant
23.1***		Consent of PricewaterhouseCoopers
23.2****		Consent of Lewis Brisbois Bisgaard & Smith LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page to this Registration Statement)
99.1**		Form of Preliminary Proxy and Written Ballot
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

†

Certain portions of this exhibit will be omitted because they are not material and would likely cause competitive harm to the registrant if disclosed.

Previously filed on August 20, 2021.

Previously filed on September 29, 2021.

***

Previously filed on October 18, 2021

****

Filed herewith.

Indicates management contract or compensatory plan or arrangement.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

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;

(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 the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% 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;

That, for the purpose of determining any liability under the Securities Act, 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.

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.

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, 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;

II-2

(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.

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

That every prospectus (i) that is filed pursuant to paragraph (F) immediately preceding or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, 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.

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 SEC 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 of 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.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California, on October 19, 2021.

	ALLARITY THERAPEUTICS, INC.
	By:	/s/ Steve Carchedi
	Name:	Steve Carchedi
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated:

Signature	Title	Date
/s/ Steve Carchedi	Chief Executive Officer and Director	October 19, 2021
Steve Carchedi	(Principal Executive Officer)
/s/ Jens Erik Knudsen	Chief Financial Officer	October 19, 2021
Jens Erik Knudsen	(Principal Financial and Accounting Officer)
*	Chairman of the Board	October 19, 2021
Duncan Moore
*	Director	October 19, 2021
Soren Gade Jensen
*	Director	October 19, 2021
Gail Maderis

Pursuant to Power of Attorney

By:	/s/ Steve Carchedi
	Steve Carchedi,
	Attorney-in-Fact

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Exhibit 5.1

633 West 5th Street, Suite 4000

Los Angeles, CA 90071

October 19, 2021

Allarity Therapeutics, Inc.

210 Broadway, Suite 201

Cambridge, MA 02139

Re:

Registration Statement on Form S-4

SEC File No.: 333-258968

Ladies and Gentlemen:

We act as counsel to Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing and preparing of the registration statement on Form S-4 (File No. 333-258968), as amended (the “Registration Statement”), originally filed on August 20, 2021 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the registration of (i) up to 10,804,484 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) up to 925,841 shares (the “Compensatory Shares,” and together with the Shares, the “Securities”) of the Company’s Common Stock underlying officer and director warrants or other equity-based awards (each, a “Compensatory Warrant”), in connection with the contemplated transaction (the “Recapitalization Share Exchange”) pursuant to the Plan of Reorganization and Asset Purchase Agreement, dated as of May 20, 2021, as amended and restated on September 23, 2021 (and including the exhibits thereto, the “Reorganization Agreement”), by and among the Company, Allarity Acquisition Subsidiary, Inc., a Delaware corporation, and Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark.

For purposes of rendering the opinions set forth below, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion including (i) the Registration Statement, including the exhibits filed therewith, (ii) the Certificate of Incorporation of the Company, as amended and as currently in effect (the “Certificate of Incorporation”), (iii) the amended and restated bylaws of the Company, as currently in effect (the “Bylaws”), (iv) the corporate minutes and other actions of the Company, (v) the Reorganization Agreement, and (vi) the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

In rendering the opinions expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

ARIZONA • CALIFORNIA • COLORADO • CONNECTICUT • DELAWARE • FLORIDA • GEORGIA • ILLINOIS • INDIANA • KANSAS • KENTUCKY • LOUISIANA MARYLAND • MASSACHUSETTS • MINNESOTA • MISSOURI • NEVADA • NEW JERSEY • NEW MEXICO • NEW YORK • NORTH CAROLINA • OHIO OREGON • PENNSYLVANIA • RHODE ISLAND • TENNESSEE • TEXAS • UTAH • VIRGINIA • WASHINGTON • WASHINGTON D.C. • WEST VIRGINIA

October 19, 2021

Page 2

We express no opinions other than as specifically set forth herein. We are opining solely on as to the General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state securities law, rule or regulation relating to the Securities, or to the sale or issuance thereof. This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the issuance of the Shares has been duly authorized and, upon issuance and delivery in accordance with, and for the consideration provided in the Reorganization Agreement, the Shares will be validly issued, fully paid and non-assessable; and (ii) the Compensatory Shares, when issued against payment of the exercise price therefor and in accordance with the terms of each Compensatory Warrant, and in accordance with the Reorganization Agreement, will be duly and validly authorized, fully paid, and non-assessable.

In rendering the foregoing opinion, we have assumed that at or prior to the time of the delivery of any Securities, (i) the Registration Statement will have been declared effective under the Act and that the registration will apply to all of the Securities and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Securities, and (ii) the transaction contemplated by the Reorganization Agreement will be consummated in accordance with the Reorganization Agreement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm therein under the caption “Legal Matters.” In giving our consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert,” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

	Very truly yours,

	/s/ LEWIS BRISBOIS BISGAARD & SMITH LLP
	LEWIS BRISBOIS BISGAARD & SMITH llp

LEWIS BRISBOIS BISGAARD & SMITH LLP