Curative Biotechnology Inc

As filed with the U.S. Securities and Exchange Commission on May 6, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Curative Biotechnology, Inc.

(Exact name of registrant as specified in its charter)

3801 PGA Blvd Suite 600

Palm Beach Gardens Florida,33410

(561) 907-8990

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

Paracorp Incorporated

155 Office Plaza Drive, 1 st Floor

Tallahassee, FL 32301

1-800-533-7272

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

Copies to:

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, 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(c) 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 statement 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 (check one):

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 pursuant 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 (“Securities Act”), or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the Selling Stockholders may not sell these securities until the registration statement filed with the SEC is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 6, 2024

1,750,000****Shares of Common Stock

176,777****Shares of Common Stock Underlying Warrants held by Selling Stockholders

333,333 shares of Common stock Underlying shares of Series B Preferred Stock held by Selling Stockholders

This is a firm commitment public offering of shares of common stock, $0.0001 par value per share (“Common Stock”), of Curative Biotechnology, Inc., a Florida corporation, at a public offering price of $4.00 per share based on a reverse stock split ratio of 1-for-400. On September 26, 2022, we filed an amendment to our amended and restated articles of incorporation with the Secretary of State of the State of Florida (the “Secretary of State”) to effect a reverse stock split at a ratio of 1-for-400. While the amendment was approved by the Secretary of State, our Common Stock has not yet begun trading on a reverse stock split basis. The reverse split will be effected following the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of the offering contemplated by this prospectus.

In addition, the Selling Stockholders identified herein (the “Selling Stockholders”) are offering an aggregate of 510,110 shares of Common Stock consisting of (i) 90,476 shares of Common Stock underlying existing warrants, previously issued to Puritan Partners, LLC (“Puritan”); (ii) 86,301 shares of Common Stock underlying warrants to be issued to Puritan upon the closing of this offering; and (iii) 333,333 shares of Common stock to be issued to certain Selling Stockholders upon the conversion of shares of Series B Preferred Stock held by such Selling Stockholders at the closing of this offering. The 510,110 shares of Common Stock offered by the Selling Stockholders are defined herein as the “Selling Stockholders Shares.” See also “Recent Developments” for additional information.

All references to share and per share amounts in this Prospectus have been retroactively adjusted to reflect the 1-for-400 reverse stock split.

Our Common Stock is presently traded on the OTC Pink Marketplace operated by OTC Markets Group Inc. (“OTC Pink”) under the symbol “CUBT.” We have applied to list our shares of Common Stock offered pursuant to this prospectus on the NYSE American under the symbol “CUBT.” The listing of the Common Stock is a condition to this offering. On May 3, 2024, the last reported sales price for our Common Stock as quoted on the OTC Pink was $0.0269 per share, or $10.76 on a post reverse split basis.

Management and certain company insiders own an aggregate of 6,000,000 shares of our Series C Preferred Stock, which will automatically convert into shares of Common Stock immediately prior to the closing of this offering. For a further description, please see the section of this prospectus entitled*“Description of Securities*,” “Series C Preferred Stock.”

IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED IN THE SECTION TITLED “RISK FACTORS” BEGINNING ON PAGE 6 OF THIS PROSPECTUS. INVESTORS SHOULD ONLY CONSIDER AN INVESTMENT IN THESE SECURITIES IF THEY CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

We are an “emerging growth company” under the federal securities laws and may elect to comply with certain reduced public company reporting requirements for future filings.

We have determined that we are not a controlled company within the meaning of the NYSE American rules, and we are not requesting any exemption related thereto.

NEITHER THE SEC 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.

We have granted the Underwriter a 45-day option to purchase up to 262,500 additional shares of Common Stock at the initial public offering price less applicable underwriting discounts (or 15.0% of the shares of Common Stock sold in this offering), based on the reverse stock split ratio of 1-for-400. The amount of offering proceeds to us presented in the table above does not give effect to any exercise of this over-allotment option (if any). See “Underwriting” on page 91 of this prospectus for a description of these arrangements.

The Underwriter expects to deliver our shares to purchasers in this offering on or about , subject to satisfaction of customary closing conditions.

Spartan Capital Securities, LLC

The date of this prospectus is , 2024

TABLE OF CONTENTS

You should rely only on information contained in this prospectus. We have not, and the Underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

For investors outside the United States: we have not, the Selling Stockholders has not, and the Underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered hereby and the distribution of this prospectus outside of the United States.

Until , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

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