Edgar Filing: 6D Global Technologies, Inc

sixdglobal424b3-101615.htm

Prospectus Supplement No. 1

(To Prospectus Dated September 21, 2015)

Filed pursuant to Rule 424(b)(3)

Registration No. 333-206709

7,640,388 Shares of Common Stock

6D GLOBAL TECHNOLOGIES, INC.

This prospectus supplement supplements the prospectus filed by 6D Global Technologies, Inc. (the “Company” or “we”) on September 21, 2015. You should read this prospectus supplement in conjunction with the related prospectus which is to be delivered by selling security holders to prospective purchasers along with this prospectus supplement.

Investing in our securities involves risks. See ‘‘Risk Factors’’ beginning on page 5 of the related prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus supplement and the related prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus supplement and the related prospectus. This prospectus supplement together with the related prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information in this prospectus supplement is complete and accurate only as of the date of the front cover regardless of the time of delivery of this prospectus supplement or of any sale of shares.

The date of this prospectus supplement is October 16, 2015

The information set forth in the following table modifies and supplements the information set forth in the table appearing under the heading "Selling Stockholders" in the related prospectus to correct a typographical error in the name of one of the selling stockholders. The information is based on information provided to the Company by or on behalf of the selling stockholders on or prior to September 21, 2015 and has not been independently verified by the Company. Since the date on which each selling stockholder identified below provided this information, any of these selling stockholders may have sold, transferred or otherwise disposed of all or a portion of its securities in transactions exempt from the registration requirements of the Securities Act or pursuant to the prospectus to which this prospectus supplement relates. The selling stockholders may from time to time offer and sell pursuant to the prospectus or supplements thereto any or all of the securities. Because the selling stockholders are not obligated to sell securities, the Company cannot estimate how many shares of Common Stock the selling stockholders will hold upon consummation of any such sales. Information about other selling stockholders, if any, will be provided in one or more prospectus supplements or post-effective amendments to the registration statement of which the prospectus is a part.

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering(1)(2)		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus(3)(4)		Number of Shares of Common Stock Owned After Offering (2)
					Number		Percent
Discover Growth Fund (5)		6,000,000		6,000,000		0		*
Roger H. Klein Sr. (13)		7,247		7,247		0		*
Alexander Pustylnik		47,102		47,102		0		*
Thomas August Heinrich Gohmann		7,247		7,247		0		*
Udo Baumheier		14,493		14,493		0		*
Christian Giordano		16,426		16,426		0		*
Anna Lotan Ltd (6)		166,667		166,667		0		*
John Jeffrey Hurst		28,986		28,986		0		*
David Dorfmann		47,102		47,102		0		*
Nicolas Matile		47,102		47,102		0		*
Albert Viviani		94,203		94,203		0		*
William Scholander (7)		87,981		87,981		0		*
Charles Herbert Simpson		74,348		74,348		0		*
Qixiang Zhou		30,000		30,000		0		*
Martin Angus Ranch (8)		39,856		39,856		0		*
Alexander Kibrik (9)		26,096		26,096		0		*
Janice Li		28,986		28,986		0		*
Nancy Palmero and Herman Palmero		43,479		43,479		0		*
Brian Squires		21,740		21,740		0		*
Roger Snaith		188,406		188,406		0		*
Mansa Nicome		14,493		14,493		0		*
Alphonso Vanlow		7,247		7,247		0		*
Talman Harris (10)		87,981		87,981		0		*
Thomas Finn and Maureen Finn		17,247		17,247		0		*
Charles Morgan Simpson (11)		49,427		49,427		0		*
Arnold Nicklaus D'Cruz		28,986		28,986		0		*
Daniel Finn		36,232		36,232		0		*
David Gibbs		28,986		28,986		0		*
Eduard Kaziev		29,469		29,469		0		*
Jerry Cahn		10,000		10,000		0		*
Jiahua Wang		170,000		170,000		0		*
Kevin Flood and Regina Flood		10,000		10,000		0		*
Lorraine Olsen		24,155		24,155		0		*
Mark Ghitis		21,740		21,740		0		*
Ross Robbins		39,268		16,908		22,360		*
Ming-Hsuan Sung		21,740		21,740		0		*
Inet Global Ag (12)		48,310		48,310		0		*

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(1) Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of the date of this prospectus, are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants and securities that are currently convertible or convertible within 60 days of the date of this prospectus, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Unless otherwise indicated in the footnotes to this table, we believe stockholders named in the table have sole voting and sole investment power with respect to the shares set forth opposite such stockholder’s name.

(2) Pursuant to the terms of the Series A Preferred Stock, at no time may a holder of Series A Preferred Stock convert or exercise such holder’s Series A Preferred Stock into shares of our Common Stock if the conversion or exercise would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of our then issued and outstanding shares of Common Stock; provided, however, that each holder may lower this limitation percentage at any time or increase this limitation percentage to any other percentage not in excess of 9.99% upon 61 days’ prior written notice to the Company. The 4.99% beneficial ownership limitation does not prevent a stockholder from selling some of its holdings and then receiving additional shares. Accordingly, each stockholder could exercise and sell more than 4.99% of our Common Stock without ever at any one time holding more than this limit. The number and percent of shares of our Common Stock to be held by the selling stockholders after the offering of the resale securities, assumes all of the resale securities are sold by the selling stockholders and that the selling stockholders do not acquire any other shares of our Common Stock prior to their assumed sale of all of the resale shares.

(3) Includes the maximum number of shares of Common Stock that each selling stockholder may sell, regardless of the 4.99% beneficial ownership limitation, more fully explained in footnote 2.

(4) Includes (i) shares of Common Stock that may be issued from time to time after the date of this prospectus upon conversion of the Series A Preferred Stock (including shares issuable upon conversion of the Series A Preferred Stock and additional shares potentially issuable as payment in kind of dividends thereon), (ii) shares of Common Stock that may be issued from time to time after the date of this prospectus upon exercise of the Warrants, and (iii) previously issued shares of Common Stock.

(5) Includes shares of Common Stock that may be issued upon conversion of the Series A Preferred Stock. The amount consists of 2,072,381 shares issuable upon conversion of the Series A Preferred Stock and an additional 3,927,619 shares potentially issuable as payment in kind of dividends thereon.

(6) Oded Lotan shares voting and investment control over these shares.

(7) Includes 76,571 shares of Common Stock that may be issued upon exercise of the Warrants and 11,410 previously issued shares of Common Stock.

(8) Randy Martin shares voting and investment control over these shares.

(9) Includes 26,096 shares of Common Stock that may be issued upon exercise of the Warrants.

(10) Includes 76,571 shares of Common Stock that may be issued upon exercise of the Warrants and 11,410 previously issued shares of Common Stock.

(11) This selling stockholder is an affiliate of a broker-dealer. The stockholder purchased the shares in the ordinary course of business and, at the time of the purchase of the shares to be resold, had no agreements or understandings, directly or indirectly, with any person to distribute the shares. The stockholder is the president of Radnor Research & Trading Company, LLC, which acted as the placement agent of a private placement equity offering of the Company that was completed on November 21, 2014.

(12) Vaibhav Abhyankar shares voting and investment control over these shares.

(13) The information regarding this selling stockholder has been included in this prospectus supplement to correct the error in the spelling of the name of such selling stockholder and such information supersedes the information regarding this selling stockholder previously included in the prospectus dated September 21, 2015.

* Less than 1%.

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