PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 22, 2004
46,438,677 SHARES OF
This prospectus relates to the resale by the selling stockholders of up to
46,438,677 shares of our common stock, including 24,323,258 shares of common
stock and up to 22,115,419 issuable upon the exercise of common stock purchase
warrants. The selling stockholders may sell common stock from time to time in
the principal market on which the stock is traded at the prevailing market price
or in negotiated transactions. The selling stockholders may be deemed
underwriters of the shares of common stock, which they are offering. We will pay
the expenses of registering these shares.
Our common stock is registered under Section 12(g) of the Securities Exchange
Act of 1934 and is listed on the Over-The-Counter Bulletin Board under the
symbol "TSSR". The last reported sales price per share of our common stock as
reported by the Over-The-Counter Bulletin Board on April 21, 2004, was $3.78.
Investing in these securities involves significant risks. See "Risk Factors"
beginning on page 4.
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
The date of this prospectus is _______, 2004.
The information in this Prospectus is not complete and may be changed. This
Prospectus is included in the Registration Statement that was filed by Tissera,
Inc., with the Securities and Exchange Commission. The selling stockholders may
not sell these securities until the registration statement becomes effective.
This Prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the sale is not permitted.