声网美股招股说明书(2014-05-30版)

424B5 1 a50876168.htm ADVANCED PHOTONIX, INC. 424B5 Filed pursuant to Rule 424(b)(5)Registration No. 333-195689 PROSPECTUS SUPPLEMENT(to the Prospectus dated May 5, 2014) 5,391,304 SHARES OF CLASS A COMMON STOCK We are offering 5,391,304 shares of our Class A Common Stock, par value $0.001 per share (“Class A Stock”) pursuant to this prospectus supplement and the accompanying prospectus. The purchase price for each share of Class A Stock is $0.53 (the “Public Offering Price”). Our Class A Stock is traded on the NYSE MKT under the symbol “API.” On May 29, 2014 the last reported sale price of our Class A Stock on the NYSE MKT was $0.6324. As of May 29, 2014, the aggregate market value of our outstanding Class A Stock held by non-affiliates was approximately $17,207,326, based on 31,203,213 shares of outstanding Class A Stock, of which approximately 27,209,561 shares are held by non-affiliates, and a per share price of $0.6324, based on the closing sale price of our Class A Stock on May 29, 2014. As of the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date hereof. Investing in our Class A Stock involves a high degree of risk. Before buying any shares of our Class A Stock, you should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement and under similar headings in the other documents that are incorporated by reference into this prospectus supplement. We are offering the shares of our Class A Stock described in this prospectus supplement in an underwritten offering in which B. Riley & Co., LLC (the “Underwriter”) is acting as the sole underwriter. We have entered into an underwriting agreement with the Underwriter with respect to the Class A Stock being offered. Subject to the terms and conditions contained in the underwriting agreement, the Underwriter has agreed to purchase, and we have agreed to sell, 5,391,304 shares of our Class A Stock. The underwriting fee is equal to the Public Offering Price per share of Class A Stock less the amount paid by the Underwriter to us per share of Class A Stock. The following table shows the per share and total underwriting discounts to be paid to the Underwriter in this offering. Per ShareTotalPublic Offering Price$0.530$2,857,391 Underwriter discounts(1)$0.037$200,017 Proceeds, before expenses, to Advanced Photonix, Inc.$0.493$2,657,374(1) We have also agreed to reimburse the Underwriter for up to $20,000 of its out-of-pocket-expenses. In addition, we have also granted the Underwriter an option to purchase up to an additional 808,696 shares of our Class A Stock at the Public Offering Price, less underwriting discounts payable by us, within 30 days of the date of the underwriting agreement to cover over-allotments, if any. If the Underwriter exercises its option in full, the total underwriter fees will be $230,020 and our total proceeds, before expenses, will be $3,055,980. 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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Underwriter is offering the Class A Stock as set forth under “Underwriting.” The Underwriter expects to deliver the Class A Stock in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about June 6, 2014, or such earlier date as the Underwriter and the Company may agree; provided, however, the Company shall not be obligated to sell and the Underwriter shall not be obligated to purchase Class A Stock unless and until the Company shall have received notification that NYSE MKT has approved the Company’s additional listing application to list the Class A Stock issued accordance with the underwriting agreement on NYSE MKT (the “Additional Listing Application”) and provided further, that if NYSE MKT does not approve the Additional Listing Application on or prior to 10:00 A.M. on June 6, 2014, unless the parties otherwise agree, the underwriting agreement will automatically terminate and no shares of Class A Stock will be issued pursuant to this prospectus supplement and the accompanying prospectus. Sole Underwriter B. Riley & Co., LLC The date of this prospectus supplement is May 30, 2014. TABLE OF CONTENTS Prospectus Supplement PAGE ABOUT THIS PROSPECTUS SUPPLEMENTS-1 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSS-2 PROSPECTUS SUPPLEMENT SUMMARYS-3 ABOUT THE COMPANYS-4 THE OFFERINGS-4 RISK FACTORSS-5 USE OF PROCEEDSS-27 DETERMINATION OF OFFERING PRICES-27 DIVIDEND POLICYS-28 DILUTIONS-28 UNDERWRITINGS-29 DESCRIPTION OF CLASS A STOCKS-32 LEGAL MATTERSS-32 EXPERTSS-33 WHERE YOU CAN FIND MORE INFORMATIONS-33 INCORPORATION BY REFERENCES-