LINDBLAD EXPEDITIONS HOLDINGS INC

S-11 lindb20240522_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on August 1, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

96 Morton Street, 9th Floor

New York, New York

(212) 261-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sven-Olof Lindblad

Chief Executive Officer

Lindblad Expeditions Holdings, Inc.

96 Morton Street, 9th Floor

New York, New York 10014

(212) 261-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

John J. Wolfel, Esq. Foley & Lardner LLP One Independent Drive, Suite 1300 Jacksonville, Florida 32202 (904) 359-2000

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462I under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated August 1**, 2024**

PRELIMINARY PROSPECTUS

Lindblad Expeditions Holdings, Inc.

682,593 SHARES OF COMMON STOCK

_________________________

This prospectus relates to the possible offer and resale, from time to time, by the selling stockholder identified in this prospectus, of up to an aggregate of 682,593 shares of our common stock. We will not receive any of the proceeds from the sale of the common stock by the selling stockholder.

The selling stockholder identified in this prospectus may offer the shares from time to time through public or private transactions at prevailing market prices or at privately negotiated prices. We have agreed to pay certain expenses in connection with the registration of the shares. The selling stockholder will pay all underwriting discounts, selling commissions and stock transfer taxes in connection with the sale of the shares.

Our common stock is listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “LIND.” The last reported sale price of the common stock on July 30, 2024 was $8.79 per share.

Investing in our securities involves risk. Please read carefully the section entitled“Risk Factors”** on page 6 of this prospectus and any similar section contained in the applicable prospectus supplement and/or other offering material concerning factors you should consider before investing in our securities which may be offered hereby.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______, 2024.

TABLE OF CONTENTS