cphc20250912

S-3 1 cphc20250912_s3.htm FORM S-3 cphc20250912_s3.htm

As filed with the Securities and Exchange Commission on September 15, 2025

Registration No. 333- __________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Canterbury Park Holding Corporation
(Exact name of registrant as specified in its charter)

Minnesota		47-5349765
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1100 Canterbury Road Shakopee, MN 55379 (952) 445-7223
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Randall D. Sampson President and Chief Executive Officer Canterbury Park Holding Corporation 1100 Canterbury Road Shakopee, MN 55379 (952) 445-7223 (Address, including zip code, and telephone number including area code, of agent for service)		Copies to: Jeffrey C. Anderson, Esq. Lathrop GPM LLP 3100 IDS Center 80 South 8th Street Minneapolis, MN 55402 (612) 632-3002

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ABOUT THIS PROSPECTUS	1

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	2

THE COMPANY	4

RISK FACTORS	5

USE OF PROCEEDS	5

DESCRIPTION OF SECURITIES	5

DESCRIPTION OF CAPITAL STOCK	5

DESCRIPTION OF WARRANTS	11

DESCRIPTION OF SUBSCRIPTION RIGHTS	12

DESCRIPTION OF UNITS	13

PLAN OF DISTRIBUTION	14

LEGAL MATTERS	15

EXPERTS	15

SEC registration fee	$	9,270
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving expenses		*
Miscellaneous		*
Total	$	*

Exhibit Number		Description
1.1		Form of Underwriting Agreement. *

3.1		Restated Articles of Incorporation of Canterbury Park Holding Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K dated June 30, 2016).

3.2		Bylaws of Canterbury Park Holding Corporation (incorporated by reference to Exhibit 3.2 to Form 8-K dated June 30, 2016).

3.3		Amendments effective April 17, 2020 to Bylaws of Canterbury Park Holding Corporation (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K dated April 17, 2020).

4.1		Form of Certificate of Designation of Preferred Stock. *

4.2		Form of Preferred Stock Certificate. *

4.3		Form of Warrant. *

4.4		Form of Warrant Agreement. *

4.5		Form of Subscription Rights Certificate. *

4.6		Form of Unit. *

4.7		Form of Unit Agreement. *

5.1		Opinion of Lathrop GPM LLP.

23.1		Consent of Lathrop GPM LLP (included in Exhibit 5.1).

23.2		Consent of Wipfli LLP, Independent Registered Public Accounting Firm.

24.1		Power of Attorney (incorporated by reference to the signature page hereto).

107.1		Filing Fee Table

	CANTERBURY PARK HOLDING CORPORATION

	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

Signature	Title	Date

/s/ Randall D. Sampson	President and Chief Executive Officer (Principal Executive Officer), Director	September 15, 2025
Randall D. Sampson

/s/ Randy J. Dehmer	Chief Financial Officer (Principal Financial and Accounting Officer)	September 15, 2025
Randy J. Dehmer

/s/ Carin J. Offerman	Director	September 15, 2025
Carin J. Offerman

/s/ Peter W. Ahn	Director	September 15, 2025
Peter W. Ahn

/s/ Maureen H. Bausch	Director	September 15, 2025
Maureen H. Bausch

/s/ Mark Chronister	Director	September 15, 2025
Mark Chronister

/s/ John S. Himle	Director	September 15, 2025
John S. Himle

/s/ Damon E. Schramm	Director	September 15, 2025
Damon E. Schramm

SEC Form S-3 filed by Canterbury Park Holding Corporation 'New'