UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
|
Nyxio Technologies Corporation
(Exact name of registrant as specified in its
charter) |
|
Nevada
(State or other jurisdiction of incorporation
or organization) |
98-0501477
(I.R.S. Employer Identification
No.) |
|
2156 NE Broadway
Portland, OR
(Address of Principal Executive Offices) |
97232
(Zip Code) |
|
Business Consulting Agreement
(Full title of the plan) |
|
CSC Services of Nevada, Inc. 2215-B Renaissance
Dr, Las Vegas, NV 89119
(Name and address of agent
for service) |
|
(800) 927-9800
(Telephone number, including
area code, of agent for service) |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering
Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
|
Common Stock
$0.001 par value |
23,529,412
Shares |
$0.0034
Per Share |
$80,000 |
$9.30 |
| |
(1) |
This registration statement covers the common stock issuable pursuant to a Consulting Agreement with William Hennigan. |
| |
(2) |
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the bid and asked price as of a specified date within five business days prior to the date of filing the registration statement. |
Copies to:
Joe Laxague, Esq.
Clark Corporate Law Group LLP
3273 East Warm Spring Rd.
Las Vegas, NV 89120
702-312-6255
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information
and Employee Plan Annual Information.*
* Information required by Part I to be contained
in Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act
of 1933, and Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents
by Reference.
The following documents filed by the Company
with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(1)
Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2014, filed November 20,
2014
(2)
Current Report on Form 8-K filed November 18, 2014
(3)
Current Report on Form 8-K filed October 6, 2014
(4)
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed August 21, 2014
(5)
Current Report on Form 8-K filed June 19, 2014
(6)
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2014, filed May 21, 2014
(7)
Annual Report on Form 10-K/A for the year ended December 31, 2013, filed April 16, 2014
All reports and other documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing
of such reports and documents.
Any statement contained
in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description
of Securities.
Not Applicable
Item 5. Interests of Named
Experts and Counsel.
No expert or counsel named in this prospectus
as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered
or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis,
or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of
its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter,
managing or principal underwriter, voting trustee, director, officer, or employee.
Item 6. Indemnification
of Directors and Officers.
Our officers and directors are indemnified
as provided by the Delaware General Corporation Law and our articles of incorporation and our bylaws.
Pursuant to our articles of incorporation and
our bylaws, we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (other than an action by or in
the right of us) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the company or is
or was serving at the request of us as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement
actually and reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or
conviction or upon a pleas of nolo contenders or its equivalent shall not of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in our best interests and, with respect to any criminal action
or proceeding, had reasonable cause to believe his conduct was unlawful.
Our articles of incorporation and bylaws also
provide that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of our company or procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of our company or is or was serving at our request as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney
fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in our best interests: but no indemnification shall be made in respect
to any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance
of his duty to us unless and only to the extent that the court in which such action or suit was brought determines upon application
that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which such court deems proper.
To the extent that a director, officer, employee,
fiduciary or agent of a corporation has been successful on the merits in defense of any action, suit, or proceeding referred to
in the preceding two paragraphs or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorney fees) actually and reasonably incurred by him in connection therewith.
The indemnification provided by the provisions
described in this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled
under our articles of incorporation, the bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal
representatives of such a person.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities
Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; or
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (i) and
(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any
other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
B. The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to
the Delaware General Corporation Law, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification
agreements entered into between the registrant and its officers and directors or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
In accordance with the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in Portland, Oregon,
on February 5, 2015.
Nyxio Technologies Corporation
By: /s/ Giorgio Johnson
Giorgio Johnson
President, Chief Executive Officer, Principal Executive
Officer, and Director
By: /s/ David Dabau
David Dabau,
Chief Operating Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Giorgio Johnson as his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.
By: /s/ Giorgio Johnson
Giorgio Johnson
President, Chief Executive Officer, Principal Executive
Officer, and Director
February 5, 2015
By: /s/ David Dabau
David Dabau,
Chief Operating Officer and Director
February 5, 2015
February 5, 2015
NYXIO Technologies Corp
2156 NE Broadway
Portland, Oregon 97232
Re: Nyxio Technologies Corp, Registration Statement on
Form S-8
Ladies and Gentlemen:
I have acted as counsel for Nyxio Technologies
Corp, a Nevada corporation (the "Company"), in connection with the registration statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act
of 1933, as amended (the "Act"), relating to the registration of 23,529,412 shares of the Company’s common stock
(the “Shares”) pursuant to Consulting Agreement with William Hennigan (the “Consultant”).
In rendering the opinion set forth below, I
have reviewed (a) the Registration Statement and the exhibits thereto; (b) the Company's Articles of Incorporation, as amended;
(c) the Company's Bylaws, as amended; (d) certain records of the Company's corporate proceedings as reflected in its minute books,
including resolutions of the board of directors approving the Consulting Agreements, (e) the Consulting Agreements; and (f) such
statutes, records and other documents as I have deemed relevant. I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof.
In addition, I have made such other examinations of law and fact as I have deemed relevant in order to form a basis for the opinion
hereinafter expressed.
Based upon the foregoing,
it is my opinion that the Shares have been duly and validly authorized, and when the Registration Statement has become effective
under the Act and the Shares are issued, such Shares will be legally issued, fully paid and non-assessable shares of the Company’s
common stock.
Sincerely,
Clark Corporate Law Group LLP
/s/ Joe Laxague
Joe Laxague, Esq.
www.ClarkCorporateLaw.com
CONSENT
I HEREBY CONSENT to the inclusion of my name
and use of my opinion in connection with the Form S-8 Registration Statement filed with the Securities and Exchange Commission
as counsel for the registrant, NYXIO Technologies Corp.
/s/ Joe Laxague
Joe Laxague, Esq.
Business Consulting Agreement
This Business Consulting Agreement (the "Agreement")
is entered into and effective April l, 2014 by and between:
William Hennigan
Destrier Group
Building 3 Suite 601
777 Guang Fu West Road
Shanghai, China 200063
("Consultant")
And
Nyxio Technologies Corporation
2156 NE Broadway
Portland, OR 97232
("Company")
WITNESSETH
WHEREAS, Consultant provides consultation and
advisory services relating to Manufacturing; and
WHEREAS, the Company desires to be assured
of the services of the Consultant in order to avail itself to the Consultant's experience, skills, knowledge and abilities. The
Company is therefore willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing,
of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1.
Consulting Services: Effective as of April 1, 2014, the Company hereby engages and
Consultant hereby accepts the engagement to become a consultant to the Company and to render such advice, consultation, information
and services to the Company including (a) management of sales operations for the Company in the eastern region of the United States;
and (b) such related managerial, sales, and business development assistance as the Company" shall deem necessary or appropriate
for its business.
2.
Compensation: As compensation for the Consultant's services rendered hereunder, the
Company agrees to compensate Consultant at a rate of $80,000.00 per annum, payable in monthly installments of $6700.00 each month.
At the option of the Company, such compensation shall be payable either:
a.
In cash; or
b.
In shares of common stock of the Company to be registered with the Securities and Exchange
Commission via an S-8 registration statement. Common shares issued as payment under this provision shall be valued at a price per
share equal to the closing market prices for the Company's common stock on the first trading day of the month the payment is due
and payable no later than the 15th day of said month.
3.
Personnel: Consultant shall be an independent contractor and no personnel utilized
by Consultant in providing services hereunder shall be deemed an employee of the Company. Moreover, neither Consultant nor any
other such person shall be empowered hereunder to act on behalf of the Company. Consultant shall have the sole and exclusive responsibility
and liability for making all reports and contributions, withholdings, payments and taxes to be ,collected, withheld, made and paid
with respect to persons providing services to be performed hereunder on behalf of the Company, whether pursuant to any social security,
unemployment insurance, worker's compensation law or other federal, state or local law now in force and effect hereafter enacted.
4.
Term and Termination: The term of this Agreement shall be effective on April, 2014
and shall continue in effect unless or until the Agreement is terminated. The Company or Consultant may cancel this Agreement on
thirty (30) days written notice, at which time no further obligations will be due from either party.
5.
Non-Assignability: The rights, obligations, and benefits established by this Agreement
shall not be assignable by Consultant. This Agreement shall be binding upon and shall inure to the benefit of the parties and their
successors.
6.
Confidentiality: Consultant acknowledges and agrees that confidential and valuable
information proprietary to and obtained during Consultants' engagement by the Company, shall not be, directly or indirectly, disclosed
without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally
through no fault of Consultant. All documents containing confidential information provided to Consultant by the Company shall clearly
and conspicuously be marked with the word "Confidential."
7.
Limited Liability: Neither Consultant nor any of his employees, officers or directors
shall be liable for consequential or incidental damages of any kind to the Company that may arise out of or in connection with
any services performed by Consultant hereunder.
8.
Governing Law: This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada without giving effect to the conflicts of law principles thereof or actual domicile parties.
9.
Notice: Notice hereunder shall be in writing and shall be deemed to have been given
at the time when deposited for mailing with the United States Postal Service enclosed in a registered or certified postpaid envelope
addressed to the respective party at the address of such party first above written or at such other address as such party may fix
by notice given pursuant to this paragraph.
10.
Miscellaneous: No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. No supplement, modification, or amendment of the Agreement shall be
binding unless executed in writing and agreed upon by all parties. The Agreement supersedes all prior understandings, written or
oral, and constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof.
11.
Counterparts: This Agreement may be executed in counterparts and by facsimile, each
of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the first date written above.
IN WITNESS WHEREOF, the Company and Consultant
have duly executed this Agreement as of the day and year first above written.
| Nyxio Technologies Corporation |
William Hennigan |
| |
|
| /s/ Giorgio Johnson |
/s/ William Heeningan |
| By: Giorgio Johnson |
Consultant |
| Its: President and CEO |
|
CONSENT OF IDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Registration Statement
on Form S-8 of our report dated April 15, 2014 with respect to the relating to the financial statements of Nyxio Technologies Corporation.
/s/L.L. Bradford & Company, LLC
Las Vegas, Nevada
February 03, 2015
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