e424b3
Filed pursuant to Rule 424(b)(3)
Registration No. 333-135174
PROSPECTUS
2,192,957 Shares of Common Stock
131,219 Class A Warrants
131,219 Class B Warrants
This prospectus covers the sale of up to:
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1,799,300 shares of our common stock to be issued upon the exercise of
non-redeemable Class B warrants issued in our initial public offering as a component of
the units sold by us in the offering; |
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131,219 shares of our common stock, 131,219 Class A warrants and 131,219 Class B
warrants to be issued upon the exercise of the underwriters warrants issued by us in
connection with our initial public offering; and |
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131,219 shares of our common stock to be issued upon the exercise of the Class B
warrants and 131,219 shares of our common stock to be issued upon the exercise of the
Class A warrants, in each case, underlying the underwriters warrants. |
In addition, this prospectus covers additional shares issuable pursuant to the Class A
warrants and Class B warrants as a result of stock dividends declared by us since the issuance of
the warrants.
Our initial public offering was completed on February 16, 2007. Holders of the Class B
warrants acquired in our initial public offering may currently purchase 1.4677 shares of common
stock for each Class B warrant exercised. The Class A warrants issued in our initial public
offering have been redeemed.
The underwriters warrants were issued by us in connection with our initial public offering
and are dated as of February 16, 2007. The holder of the underwriters warrants may purchase up to
an aggregate of 131,219 units, each unit consisting of one share of our common stock, one Class A
warrant and one Class B warrants, each warrant to purchase 1.4677 shares of common stock. The
representatives warrants are exercisable at $6.60 per unit and expire on February 13, 2012.
The Class A and Class B warrants are exercisable at $8.25 and $11.00, respectively, per
warrant at any time on or before February 13, 2012.
Our common stock and Class B warrants are quoted on the Nasdaq Capital Market under the
symbols COIN and COINZ, respectively. On
April 29, 2009, the closing sale prices of our common
stock and Class B warrants on the Nasdaq Capital Market were $1.46 per share and $0.49 per Class B
warrant.
Investing in our securities involves risks. See Risk Factors beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined whether this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is May 15, 2009.
TABLE OF CONTENTS
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus.
This summary does not contain all the information that may be important to you. You should read the
more detailed information contained in this prospectus, including but not limited to, the risk
factors incorporated by reference herein.. References to we, us, our, Converted Organics or
the Company mean Converted Organics Inc. and its wholly owned subsidiaries.
The Offering
We are registering 2,192,957 shares of our common stock issuable by us upon exercise of
outstanding Class B warrants and the underwriters Class A and Class B warrants. These shares
include:
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1,799,300 shares issuable to public investors that received Class B warrants from us
as a component of the units sold in our initial public offering of securities. The
non-redeemable Class B warrants give those investors the right to purchase shares of
our common stock at $11.00 per share at any time on or before February 13, 2012. In
addition, the holders of the warrants are entitled to additional shares issuable
pursuant to the Class B warrants as a result of stock dividends declared by us since
the issuance of the warrants. As of the date of this prospectus, each Class B warrant
may currently purchase 1.4677 shares of common stock for each Class B warrant
exercised. |
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393,657 shares issuable to the underwriter of our initial public offering pursuant
to units issuable upon exercise of the underwriters warrants issued in connection with
the offering (including shares issuable upon the exercise of the Class A warrants and
Class B warrants underlying the units at $8.25 and $11.00 per share, respectively). In
addition, the holders of the warrants are entitled to additional shares issuable
pursuant to the warrants as a result of stock dividends declared by us since the
issuance of the warrants. |
We are also registering 131,219 Class A warrants and 131,219 Class B warrants issuable upon
exercise of the underwriters warrants granted by us in connection with our initial public
offering. The holder of the underwriters warrants may purchase up to an aggregate of 131,219
units, each unit consisting of one share of our common stock, one Class A warrant and one Class B
warrant. The representatives warrants are exercisable at $6.60 per unit and expire on February 13,
2012.
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Common stock outstanding
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15,251,708 shares as of April 29, 2009 |
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Use of proceeds
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We will not receive any of the proceeds from
the sale of the securities being registered
on behalf of the Selling Securityholders
hereunder. We will receive the exercise
price upon the exercise of any Class A and
Class B warrants and proceeds from sale of
underwriter units. |
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Nasdaq Capital Market symbols
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Common stock: COIN |
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Class B warrants: COINZ |
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Risk factors
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Investing in these units involves a high
degree of risk. As an investor you should be
able to bear a complete loss of your
investment. You should carefully consider
the information set forth in the Risk
Factors section of this prospectus. |
1
Our principal business office is located at 7A Commercial Wharf West, Boston, Massachusetts
02110, and our telephone number is (617) 624-0111. Our website address is
www.convertedorganics.com. Information contained on our website or any other website does not
constitute part of this prospectus.
We will bear the expenses of registering these securities. The Selling Securityholders will
pay the cost of any brokerage commissions and discounts, and all expenses incurred by them in
connection with the resale of the securities. See Plan of Distribution.
RISK FACTORS
Before making an investment decision, you should carefully consider the risks described under
Risk Factors in the applicable prospectus supplement and in our most recent Annual Report on Form
10-K, and in our updates to those Risk Factors in our Quarterly Reports on Form 10-Q, together with
all of the other information appearing in this prospectus or incorporated by reference into this
prospectus and any applicable prospectus supplement, in light of your particular investment
objectives and financial circumstances. Our business, financial condition or results of operations
could be materially adversely affected by any of these risks. The trading price of our securities
could decline due to any of these risks, and you may lose all or part of your investment.
CORPORATE INFORMATION
Our principal executive offices are located at 7A Commercial Wharf West, Boston, MA 02110, and
our telephone number is (617) 624-0111. Our web site address is convertedorganics.com. Information
on our web site is not part of this prospectus.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus, any prospectus supplement, and the documents we
incorporate by reference contains forward-looking statements within the meaning of the federal
securities laws. You should not rely on forward-looking statements in this prospectus, any
prospectus supplement, and the documents we incorporate by reference. Forward-looking statements
typically are identified by use of terms such as anticipate, believe, plan, expect,
future, intend, may, will, should, estimate, predict, potential, continue, and
similar words, although some forward-looking statements are expressed differently. This prospectus,
any prospectus supplement, and the documents we incorporate by reference may also contain
forward-looking statements attributed to third parties relating to their estimates regarding the
growth of our markets. All forward-looking statements address matters that involve risk and
uncertainties, and there are many important risks, uncertainties and other factors that could cause
our actual results, as well as those of the markets we serve, levels of activity, performance,
achievements and prospects to differ materially from the forward-looking statements contained in
this prospectus, any prospectus supplement, and the documents we incorporate by reference.
You should also consider carefully the statements under Risk Factors and other section of
this prospectus, any prospectus supplement, and the documents we incorporate by reference, which
address additional facts that could cause our actual results to differ from those set forth in the
forward-looking statements. We caution investors not to place significant reliance on the
forward-looking statements contained in this prospectus, any prospectus supplement, and the
documents we incorporate by reference. We undertake no obligation to publicly update or review any
forward-looking statements, whether as a result of new information, future developments or
otherwise.
USE OF PROCEEDS
If exercised, we will receive gross proceeds of approximately $23.2 million from the exercise
of Class A, Class B and underwriter units included in this prospectus. Additionally, if exercised,
we would also receive approximately $4.1 million and $3.2 million, respectively, of gross proceeds
from Class B warrants included in the prospectus, file Nos. 333-149221 and 333-149079 (which are
being filed simultaneously with this prospectus). We will retain discretion over the use of the net
proceeds we may receive from these offerings, but we currently intend to use such proceeds, if any,
for working capital purposes.
2
CAPITALIZATION
The following table is derived from our audited financial statements as of December 31, 2008
and sets forth our:
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Actual capitalization as of December 31, 2008; |
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Pro forma capitalization as of December 31, 2008 after giving effect to: (i) the
exercise of all outstanding Class A and Class B Warrants at $8.25 and $11.00 per
warrant, respectively; (ii) the exercise of 131,219 underwriter warrants for 131,219
units at $6.60 (a unit comprising one share of common stock and one Class A Warrant and
one Class B Warrant); (iii) the exercise of 131,219 Class A warrants issued pursuant to
(ii) above, and the exercise of 131,219 Class B warrants issued pursuant to (ii) above.
The Class A, Class B and underwriter units contained in this pro forma capitalization
are being simultaneously registered in prospectus file Nos. 333-135174, 333-149221,
333-149079. |
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December 31, 2008 |
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Actual |
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Pro Forma as Adjusted |
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DEBT |
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Term notes payable |
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$ |
89,170 |
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$ |
-0- |
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Convertible notes payable, net of unamortized discount |
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4,954,176 |
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4,954,176 |
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Mortgage payable |
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248,166 |
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248,166 |
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Bonds payable |
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17,500,000 |
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17,500,000 |
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Total debt |
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22,791,512 |
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22,702,342 |
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OWNERS EQUITY |
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Preferred stock, $.0001 par value, authorized
10,000,000 shares; no
shares issued and
outstanding |
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$ |
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$ |
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Common stock, $.0001 par value, authorized 40,000,000
shares,
7,431,436 shares issued
and outstanding at
December 31, 2008 actual;
11,629,383 shares issued
and outstanding pro forma
as adjusted |
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743 |
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1,163 |
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Additional paid-in capital |
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31,031,647 |
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61,570,457 |
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Members equity |
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619,657 |
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619,657 |
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Accumulated deficit |
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(26,605,115 |
) |
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(26,605,115 |
) |
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Total owners equity |
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$ |
5,046,932 |
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$ |
35,586,162 |
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This table should be considered in conjunction with the sections of this registration
statement captioned Use of Proceeds and the Managements Discussion and Analysis of Financial
Condition and Results of Operations and financial statements and related notes included by
reference elsewhere in this registration statement.
3
DILUTION
Our Class B warrants are not redeemable by us. If you exercise your warrants your interest
will be diluted to the extent of the difference between the exercise price of our warrants and the
as adjusted net tangible book value per share of our common stock after this offering. Below we
illustrate the dilution you will incur if all our Class B warrants are exercised.
Dilution Upon Exercise of Class B Warrants
Our net tangible book value as of December 31, 2008 was $5,046,932 or $.68 per outstanding
share of common stock. Without giving effect to any changes in the net tangible book value after
December 31, 2008 other than:
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the exercise of 2,467,929 Class B warrants at $11.00 per warrant; |
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the exercise of 131,219 underwriter units at $6.60 per unit |
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the exercise of 131,219 Class A (underwriter ) Warrants at $8.25 per warrant; and |
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the exercise of 131, 219 Class B (underwriter) warrants at $11.00 per warrant; |
Our pro forma net tangible book value at December 31, 2008 would be $35,586,162 or $3.06 per
outstanding share of common stock. Dilution in net tangible book value per share represents the
difference between the amount per share paid by purchasers of our warrants in this offering and the
net tangible book value per share of our capital stock immediately afterwards. This represents an
immediate increase of $2.38 per share of capital stock to existing stockholders and an immediate
dilution of $7.61 per share of common stock to the new investors who exercise the Class B warrants
in this offering. The following table illustrates this per share dilution:
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Weighted average exercise price of warrants |
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$ |
10.67 |
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Net tangible book value as of December 31, 2008 |
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$ |
.68 |
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Increase in net tangible book value per share attributable to new investors |
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2.38 |
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As adjusted net tangible book value per share after this offering |
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3.06 |
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Dilution in net tangible book value to new investors |
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$ |
7.61 |
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4
DESCRIPTION OF CAPITAL STOCK
The following information describes our capital stock as well as certain provisions of our
certificate of incorporation and bylaws. This description is only a summary. You should also refer
to our certificate of incorporation and bylaws, which have been filed as exhibits to the
registration statement of which this prospectus is a part.
Our authorized capital stock consists of 40,000,000 shares of common stock, $0.0001 par value,
and 10,000,000 shares of preferred stock, $0.0001 par value.
As of April 29, 2009, there were no shares of preferred stock outstanding and there were
outstanding:
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15,251,708 shares of common stock outstanding; |
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1,246,735 shares issuable upon the exercise of options issued pursuant to our
current stock option plans; |
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7,295,698 shares issuable upon the exercise of outstanding warrants; and |
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276,932 shares issuable upon the exercise of options available for future grant
under our stock option plans. |
Common Stock
Each outstanding share of common stock has one vote on all matters requiring a vote of the
stockholders. There is no right to cumulative voting; thus, the holders of 50% or more of the
shares outstanding can, if they choose to do so, elect all of the directors. In the event of a
voluntary or involuntary liquidation, all stockholders are entitled to a pro rata distribution
after payment of liabilities and after provision has been made for each class of stock, if any,
having preference over the common stock. The holders of the common stock have no preemptive rights
with respect to future offerings of shares of common stock.
We have not declared or paid any cash dividends and do not intend to pay any cash dividends in
the foreseeable future. We intend to retain any future earnings for use in the operation and
expansion of our business. The terms of our New Jersey bond issue restrict our ability to pay cash
dividends. Any future decision to pay cash dividends on common stock will be at the discretion of
our board of directors and will depend upon, in addition to the terms of the New Jersey bond
financing and any future bond or bank financings, our financial condition, results of operation,
capital requirements and other factors our board of directors may deem relevant. Holders of common
stock are entitled to dividends if, as and when declared by the Board out of the funds legally
available therefore. It is our present intention to retain earnings, if any, for use in our
business. The payment of cash dividends on the common stock is, therefor, unlikely in the
foreseeable future.
Preferred Stock
Our Board of Directors is authorized by our Certificate of Incorporation to establish classes
or series of preferred stock and fix the designation, powers, preferences and rights of the shares
of each such class or series and the qualifications, limitations or restrictions thereof without
any further vote or action by our stockholders. Any shares of preferred stock so issued would have
priority over our common stock with respect to dividend or liquidation rights. Any future issuance
of preferred stock may have the effect of delaying, deferring or preventing a change in our control
without further action by our stockholders and may adversely affect the voting and other rights of
the holders of our common stock. At present we have no plans to issue any additional shares of
preferred stock or to adopt any new series, preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights to purchase such shares,
could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a
series of preferred stock might impede a business combination by including class voting rights that
would enable a holder to block such a transaction. In addition, under certain circumstances, the
issuance of preferred stock could adversely affect the voting power of holders of our common stock.
Although our Board of Directors is required to make any determination to issue preferred stock
based on its judgment as to the best interests of our stockholders, our Board could act in a manner
that would discourage an acquisition attempt or other transaction that some, or a majority, of our
stockholders might believe to be in their best interests or in which such stockholders might
receive a premium for their stock over the then market price of such stock. Our Board presently
does not intend to seek stockholder approval prior to the issuance of currently authorized stock,
unless otherwise required by law
or applicable stock exchange rules.
5
Class B Warrants
General.
We have outstanding 4,932,438 Class B warrants. The Class B warrants may be
exercised until the expiration date, which is February 13, 2012. Each Class B warrant entitles the
holder to purchase one share of common stock at an exercise price of $11.00 per share. In
addition, the warrant provides for anti-dilution protection in connection with our issuance of any
stock dividends, which we have declared since the issuance of the warrants. Accordingly, holders
of the Class B warrants may currently purchase 1.4677 shares of common stock for each warrant
exercised. The warrant exercise price will be adjusted if specific events, summarized below, occur.
A holder of warrants will not be deemed a holder of the underlying stock for any purpose until the
warrant is exercised. If at their expiration date the Class B warrants are not currently
exercisable, the expiration date will be extended for 30 days following notice to the holders of
the warrants that the warrants are again exercisable. If we cannot honor the exercise of Class B
warrants and the securities underlying the warrants are listed on a securities exchange or if there
are three independent market makers for the underlying securities, we may, but are not required to,
settle the warrants for a price equal to the difference between the closing price of the underlying
securities and the exercise price of the warrants. Because we are not required to settle the
warrants by payment of cash, and because there is a possibility that warrant holders will not be
able to exercise the warrants when they are in-the -money or otherwise, there is a risk that the
warrants will never be settled in shares or payment of cash. This may have an adverse effect on the
demand for the warrants and the prices that can be obtained from reselling them.
No Redemption. The Class B warrants are non-redeemable.
Exercise. The holders of the Class B warrants may exercise them only if an appropriate
registration statement is then in effect. To exercise a Class B warrant, the holder must deliver to
our transfer agent the warrant certificate on or before the expiration date or the redemption date,
as applicable, with the form on the reverse side of the certificate executed as indicated,
accompanied by payment of the full exercise price for the number of warrants being exercised.
Fractional shares of common stock will not be issued upon exercise of the warrants.
Adjustments in Certain Events. We will make adjustments to the terms of the Class B warrants
if certain events occur. If we distribute to our stockholders additional shares of common stock
through a dividend or distribution, or if we effect a stock split of our common stock, we will
adjust the total number of shares of common stock purchasable on exercise of a Class B warrant so
that the holder of a Class B warrant thereafter exercised will be entitled to receive the number of
shares of common stock the holder would have owned or received after such event if the Class B
warrant holder had exercised the Class B warrant before the event causing the adjustment. The
aggregate exercise price of the Class B warrant will remain the same in that circumstance, but the
effective purchase price per share of common stock purchasable upon exercise of the Class B warrant
will be proportionately reduced because a greater number of common stock shares will then be
purchasable upon exercise of the adjusted Class B warrant. We will make equivalent changes in the
Class B warrants if we effect a reverse stock split.
In the event of a capital reorganization or reclassification of our common stock, the Class B
warrants will be adjusted so that thereafter each Class B warrant holder will be entitled to
receive upon exercise the same number and kind of securities that such holder would have received
if the Class B warrant had been exercised before the capital reorganization or reclassification of
our common stock and the securities received on such exercise had been held through the record date
of the reorganization or recapitalization.
If we merge or consolidate with another corporation, or if we sell our assets as an entirety
or substantially as an entirety to another corporation, we will make provisions so that Class B
warrant holders will be entitled to receive upon exercise of a Class B warrant the kind and number
of securities, cash or other property that would have been received as a result of the transaction
by a person who was our stockholder immediately before the transaction and who owned the same
number of shares of common stock for which the Class B warrant was exercisable immediately before
the transaction. No adjustment to the Class B warrants will be made, however, if a merger or
consolidation does not result in any reclassification or change in our outstanding common stock.
Underwriters Warrants
In connection with our initial public offering, we issued to the underwriter warrants to
purchase 131,219 units, consisting of 131,219 shares of our common stock, 131,219 Class A warrants
and 131,219 Class B warrants. The underwriters warrants will be exercisable for units at any time
beginning February 13, 2008 until February 13, 2012.
6
However, neither the underwriters warrants nor the underlying securities may be sold,
transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of the
securities by any person, except to any member participating in the offering and the officers or
partners thereof, and only if all securities so transferred remain subject to the one-year lock-up
restriction for the remainder of the lock-up period. If we cannot honor the exercise of the
underwriters warrants and the securities underlying the warrants are listed on a securities
exchange or if there are three independent market makers for the underlying securities, we may, but
are not required to, settle the underwriters warrants for a price equal to the difference between
the closing price of the underlying securities and the exercise price of the warrants. Because we
are not required to settle the representatives warrants by payment of cash, it is possible that
the underwriters warrants will never be settled in shares or payment of cash.
Anti-Takeover Effects of Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws
Our Certificate of Incorporation and Bylaws contain a number of provisions that could make our
acquisition by means of a tender or exchange offer, a proxy contest or otherwise more difficult.
These provisions are summarized below.
Staggered Board. Staggered terms tend to protect against sudden changes in management and may
have the effect of delaying, deferring or preventing a change in our control without further action
by our stockholders. Our Board of Directors is divided into three classes, with one class of
directors elected at each years annual stockholder meeting.
Special Meetings. Our Bylaws provide that special meetings of stockholders can be called by
the President, at the request of a majority of the Board of Directors or at the written request of
holders of at least 50% of the shares outstanding and entitled to vote.
Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it
possible for our Board of Directors to issue preferred stock with voting or other rights or
preferences that could impede the success of any attempt to acquire us. The ability to issue
preferred stock may have the effect of deferring hostile takeovers or delaying changes in control
or management of our Company.
Delaware Anti-Takeover Statute. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits
a publicly held Delaware corporation from engaging under certain circumstances in a business
combination with an interested stockholder for a period of three years following the date the
person became an interested stockholder unless:
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Prior to the date of the transaction, the board of directors of the corporation
approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder. |
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Upon completion of the transaction that resulted in the stockholder becoming an
interested stockholder, the stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding (1) shares owned by persons who are
directors and also officers and (2) shares owned by employee stock plans in which
employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer. |
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On or subsequent to the date of the transaction, the business combination is
approved by the board and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates and associates, owns or, within three years prior to the
determination of interested stockholder status, did own 15% or more of a corporations outstanding
voting securities. We expect the existence of this provision to have an anti-takeover effect with
respect to transactions our Board of Directors does not approve in advance. We also anticipate that
Section 203 may also discourage attempted acquisitions that might result in a premium over the
market price for the shares of common stock held by stockholders.
The provisions of Delaware law, our Certificate of Incorporation and our Bylaws could have the
effect of discouraging others from attempting hostile takeovers and, as a consequence, they may
also inhibit temporary fluctuations in the market price of our common stock that often result from
actual or rumored hostile takeover attempts. These provisions may also have the
7
effect of preventing changes in our management. It is possible that these provisions could make it
more difficult to accomplish transactions that stockholders may otherwise deem to be in their best
interests..
Limitation of Director Liability
The Delaware General Corporation Law authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for monetary damages for
breach of the directors fiduciary duty of care. Although the law does not change the directors
duty of care, it enables corporations to limit available relief in most cases to equitable remedies
such as an injunction. Our certificate of incorporation limits the liability of directors to us or
our stockholders to the fullest extent permitted by applicable law. Specifically, our directors
will not be personally liable to us or our stockholders for monetary damages for breach of a
directors fiduciary duty as a director, except for liability:
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for any breach of the directors duty of loyalty to us or our stockholders; |
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for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; |
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for unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL; or |
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for any transaction from which the director derived an improper personal benefit. |
Indemnification
To the maximum extent permitted by law, our bylaws provide for mandatory indemnification of
directors and permit indemnification of our employees and agents against all expense, liability and
loss to which they may become subject or which they may incur as a result of being or having been
our director, officer, employee or agent. In addition, we must advance or reimburse directors and
officers, and may advance or reimburse employees and agents, for expenses incurred by them as a
result of indemnifiable claims.
Transfer Agent, Warrant Agent and Registrar
The transfer agent and registrar for our common stock and warrant agent for the public
warrants is Computershare Shareholder Services, Inc., and its wholly owned subsidiary,
Computershare Trust Company, N.A., 250 Royall Street, Canton, Massachusetts 02021.
Listing
Our common stock and Class B warrants are listed on the Nasdaq Capital Market and the Boston
Stock Exchange.
LEGAL MATTERS
The validity of the securities offered will be passed upon for us by Cozen OConnor,
Philadelphia, Pennsylvania.
EXPERTS
The financial statements incorporated by reference in this prospectus have been audited by CCR
LLP, an independent registered public accounting firm, to the extent and for the periods set forth
in their reports incorporated herein by reference, and are included in reliance upon such reports
given upon the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We
have filed a registration statement on Form S-3 with the Securities and Exchange Commission
in connection with this offering. We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. You may read and copy the
registration statement and any other documents we have filed at the Securities and Exchange
Commissions Public Reference Room 100 F Street, N.E., Washington, D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public
Reference Room. Our Securities
8
and Exchange Commission filings are also available to the public at the Securities and Exchange
Commissions Internet site at www.sec.gov.
This prospectus is part of the registration statement and does not contain all of the
information included in the registration statement. Whenever a reference is made in this prospectus
to any of our contracts or other documents, the reference may not be complete and, for a copy of
the contract or document, you should refer to the exhibits that are a part of the registration
statement.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference into this
prospectus the information we file with it, which means that we can disclose important information
to you by referring you to those documents. Later information filed with the Securities and
Exchange Commission will update and supersede this information.
We incorporate by reference the documents listed below, all filings filed by us pursuant to
the Exchange Act after the date of the initial registration statement of which this prospectus
forms a part prior to effectiveness of such registration statement, and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the time that all securities covered by this prospectus have been sold; provided, however, that
we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any
current report on Form 8-K:
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Our Annual Report on Form 10-K for the year ended December 31, 2008. |
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Our Current Reports on Form 8-K dated January 12, 2009; January 29, 2009; February
27, 2009; March 12, 2009; March 25, 2009; March 27, 2009; April 1, 2009; April 2, 2009;
April 6, 2009; April 10, 2009; April 13, 2009; and April 28, 2009. |
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Our Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 30, 2009. |
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The description of our common stock contained in our registration statement on
Form 8-A filed on May 30, 2007, and any amendment or report filed for the purpose of
updating that description. |
An updated description of our capital stock is included in this prospectus under Description
of Capital Stock.
You may request a copy of these filings, at no cost, by contacting us at:
Converted Organics Inc.
Attn: Corporate Secretary
7A Commercial Wharf West
Boston, MA 02110
Phone: (617) 624-0111
9
CONVERTED ORGANICS INC.
2,192,957 Shares of Common Stock
131,219 Class A Warrants
131,219 Class B Warrants
PROSPECTUS
May 15, 2009
You should rely only on the information contained in this prospectus. No dealer, salesperson or
other person is authorized to give information that is not contained in this prospectus. This
prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted. The information contained in this prospectus
is correct only as of the date of this prospectus, regardless of the time of the delivery of this
prospectus or the sale of these securities.