Nevada
(State
or other jurisdiction of incorporation or organization)
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03-7392107
(I.R.S.
Employer Identification No.)
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1300 Pennsylvania Avenue, Suite
700, Washington D.C.
(Address of Principal Executive Offices) |
20004
(Zip
Code)
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Large
accelerated filer
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Accelerated
filer
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o | |||
Non-accelerated
filer
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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P
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Title
of securities to be registered
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Amount
to be registered(1)
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Proposed
maximum offering price per share(2) |
Proposed
maximum aggregate offering price |
Amount
of registration fee
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Common
Stock, $0.001 par value
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316,667 | $ | 0.07 | $ | 22,167 | $ | 1.24 |
(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”) this
registration statement shall also cover such indeterminate number of
additional shares of the registrant’s common stock that become issuable by
reason of any stock dividend, stock split, recapitalization or other
similar transaction that increases the number of the registrant’s
outstanding shares to be offered pursuant to the applicable plan described
herein
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(2)
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Estimated
solely for purposes of calculating the registration fee in accordance with
Rule 457(c) and Rule 457(h)(1) of the Securities Act based on the average
of the closing bid and asked prices for the registrant’s common stock as
reported on the Over-the-Counter Bulletin Board on October 21,
2009.
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(a)
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the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2008 as filed with the Commission on April 15,
2009;
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(b)
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the
Registrant’s Quarterly Reports on Form 10-Q for each of the quarters ended
March 31, 2009 and June 30, 2009, as filed with the Commission on May 14,
2009 and August 14, 2009,
respectively;
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(c)
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the
Registrant’s Current Report on Form 8-K as filed with the Commission on
July 14, 2009;
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(d)
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all
other reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act from December 31, 2008;
and
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(e)
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the
description of the Registrant’s common stock contained in any registration
statement filed by the Registrant under the Securities Exchange Act of
1934, as amended (the “Exchange Act”),
including any amendment or report filed by the Registrant under the
Exchange Act for the purpose of updating such
description.
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Incorporated
by Reference
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||||||||||||||
Exhibit
Number
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Exhibit
Description
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Form
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File
No.
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Exhibit
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Filing
Date
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Filed
Previously
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Filed
Herewith
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|||||||
4.1
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Articles
of Incorporation of CYIOS Corporation, dated October 11,
1997
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10-SB
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000-27243
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2.A
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09/03/1999
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P
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||||||||
4.2
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation, dated
April 26, 1999
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10-SB
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000-27243
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2.B
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09/03/1999
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P
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||||||||
4.3
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation, dated
November 8, 2001.
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S-8
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333-147695
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4.3
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11/29/2007
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P
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||||||||
4.4
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation, dated
April 7, 2005.
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S-8
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333-147695
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4.4
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11/29/2007
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P
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||||||||
4.5
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation, dated
October 21, 2005.
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S-8
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333-147695
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4.5
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11/29/2007
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P
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||||||||
4.6
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Bylaws
of CYIOS Corporation, dated October 15, 1999
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10-SB
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000-27243
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2.D
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09/03/1999
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P
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||||||||
2009
Consultant and Advisor Stock Plan
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P
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Opinion
of Qashu & Schoenthaler LLP
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P
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Consent
of Baum & Company, PA
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P
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23.2
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Consent
of Qashu & Schoenthaler LLP (filed as part of Exhibit
5.1)
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P
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1.
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement,
to:
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ii.
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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% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement;
and
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iii.
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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;
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2.
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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.
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3.
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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.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, 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.
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(c)
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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 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.
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CYIOS
CORPORATION
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By:
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/s/
Timothy W. Carnahan
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Name:
Timothy W. Carnahan
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Title: Chairman
of the Board,
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Chief
Executive Officer &
Principal
Financial Officer
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