New Amended Prospectus (Form 424B3) filed July 13, 2022https://sec.report/Document/0001493152-22-019168/ 19,240,256 Shares of Common Stock Underlying Convertible Debentures 25,240,256 Shares of Common Stock Underlying Warrants
1,774,500 Shares of Common Stock for Resale by Selling Securityholder
This prospectus relates to the issuance by us of up to 19,240,256 shares of our common stock, par value $0.001 per share (“common stock”) upon the conversion of the outstanding principal amount and accrued interest thereon of certain convertible debentures (“Convertible Debentures”) held by the selling securityholder named in this prospectus or their permitted transferees (“Selling Securityholder”), which entitle them to convert into our common stock at the conversion rate of $0.10 per share for $900,000 principal amount convertible debenture and $0.30 per share for a $2,000,000 principal amount convertible debenture. For purposes of this prospectus, we have assumed a conversion prices of $0.10 per share and $0.30 per share of Common Stock.
In addition, this prospectus relates to the issuance by us of up to 25,240,256 shares of our common stock upon the exercise of 25,240,256 warrants (“Warrants”) issuable by us upon conversion of the Convertible Debentures, which we are obligated to issue in connection with the conversion of the Convertible Debentures, which will entitle them to purchase our common stock at an exercise prices of $0.13 per share for 8,536,110 warrants, $0.19 per share for 8,536,110 warrants and $0.40 per share for 8,168,037 warrants. For purposes of this prospectus, we have assumed exercise prices of $0.13, $0.19 and $0.40 per share of Common Stock.
Furthermore, this prospectus relates to the resale from time to time by Selling Securityholder of 1,774,500 shares of Common Stock which we issued to the Selling Securityholder upon the partial exercise of the Convertible Debentures.
The Selling Securityholder will sell its shares registered for resale in this prospectus at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices.
We will not receive any of the proceeds from the sale of the securities owned by the Selling Securityholder. We will not receive any proceeds from the conversion of the Convertible Debentures, but will receive the proceeds of any cash exercise of the Warrants. See “Use of Proceeds” beginning on page 19 of this prospectus. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholder will bear all commissions and discounts, if any, attributable to their sale of securities. See “Plan of Distribution” beginning on page 76 of this prospectus.
Our common stock is currently quoted on the OTC Market Group, Inc.’s OTCQB tier under the symbol “MLYF.” On May 18, 2022, the last reported sale price of our common stock was $0.255.
Our principal executive offices are located at 8180 Greensboro Drive, Suite 720, McLean, Virginia 22102.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 12, 2022.
What is Form 424B3
SEC Prospectus 424B3 is a Security and Exchange Commission required prospectus filing, filed in according to 17 CFR 230.424(b)(3).
17 CFR 230.424(b)
Ten copies of each form of prospectus purporting to comply with section 10 of the Act, except for documents constituting a prospectus pursuant to Rule 428(a) (§230.428(a)) or free writing prospectuses pursuant to Rule 164 and Rule 433 (§230.164 and §230.433), shall be filed with the Commission in the form in which it is used after the effectiveness of the registration statement and identified as required by paragraph (e) of this section; provided, however, that only a form of prospectus that contains substantive changes from or additions to a previously filed prospectus is required to be filed; Provided, further, that this paragraph (b) shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding, which prospectus is intended for use prior to the opening of bids. Ten copies of the form of prospectus shall be filed or transmitted for filing as follows:
(3) A form of prospectus that reflects facts or events other than those covered in paragraphs (b) (1), (2) and (6) of this section that constitute a substantive change from or addition to the information set forth in the last form of prospectus filed with the Commission under this section or as part of a registration statement under the Securities Act shall be filed with the Commission no later than the fifth business day after the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.