Securities Registration: Employee Benefit Plan (s-8)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LIVEWIRE ERGOGENICS INC.

(Exact name of registrant as specified in its charter)

Nevada		26-1212244
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

24845 Corbit Place, Yorba Linda, CA		92887
(Address of Principal Executive Offices)		(Zip Code)

2013 Equity Compensation Plan (as amended)

(Full title of the plan)

Mr. William J. Hodson

Chief Executive Officer

LiveWire Ergogenics Inc.

24845 Corbit Place

Yorba Linda, CA 92887

(Name and address of agent for service)

(714) 940-0155

(Telephone number, including area code, of agent for service)

Copy to:

Michael L. Corrigan, Esq.

Law Offices of Michael L. Corrigan

550 West C Street, Suite 2040

San Diego, California 92101

(619) 535-1100

_______________________________

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

Large Accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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 ⁽³⁾
Common stock, par value $0.0001 per share (Reserved for issuance under the LiveWire Ergogenics Inc. 2013 Stock Incentive Plan (the “2013 Plan”)			135,000,000			$	0.0055			$	742,500			$	86.28

⁽¹⁾

This Registration Statement covers 135,000,000 additional shares of Common Stock, $0.001 par value per share (“Common Stock”) of LiveWire Ergogenics, Inc., a Nevada corporation (“Registrant”), available for issuance pursuant to awards under the 2013 Plan. Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock of the Registrant which become issuable under the 2013 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

⁽²⁾

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) of the Securities Act based on the average of the high and low sale price of the registrant’s common stock as reported on the OTC Bulletin Board on April 6, 2015.

⁽³⁾

Represents the Proposed Maximum Aggregate Offering Price multiplied by $.00011620.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional One Hundred Thirty Five Million (135,000,000) shares of Common Stock of the Registrant for offer and sale under the 2013 Plan pursuant to an amendment of the 2013 Plan authorized by the board of directors and stockholders of Registrant on April 7, 2015.

The earlier Registration Statement on Form S-8 by the Registrant with the Securities and Exchange Commission on May 3, 2013 as amended and filed with the Securities and Exchange Commission on April 24, 2014 relating to the 2013 Plan is hereby incorporated by reference in this Registration Statement. This incorporation by reference is made under General Instruction E to Form S-9 in respect of the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on April 24, 2014 by LiveWire Ergogenics Inc., a Nevada corporation and also the Registration Statement on Form S-8 previously filed with the Commission on May 3, 2013 (the “Corporation” or “Registrant”), are incorporated herein by reference. In addition, the documents listed below and filed with the Commission are incorporated herein by reference.

•

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on April 14, 2014, and Form 10-K/A for the fiscal year ended December 31, 2012, filed with the SEC on April 23, 2013, and Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on April 16, 2013,

•

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 20, 2014, the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 19, 2014, and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014.

•

The Registrant’s Form 8-K filed with the SEC on January 29, 2014, the Registrant’s Form 8-K filed with the SEC on February 6, 2014, the Registrant’s Form 8-K filed with the SEC on March 10, 2014, the Registrant’s Form 8-K filed with the SEC on May 20, 2014, the Registrant’s Form 8-K filed with the SEC on July 30, 2014, the Registrant’s Form 8-K filed with the SEC on August 14, 2014 and the Registrant’s Form 8-K filed with the SEC on March 2, 2015.

All documents subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents. In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by this reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

You may access each of these documents on the SEC’s website at www.sec.gov, or you may request a copy of these filings, at no cost, by writing or calling us at the following address and telephone number:

Corporate Secretary

LiveWire Ergogenics Inc.

24845 Corbit Place

Yorba Linda, CA 92887

(714) 940-0155

Item 8. Exhibits

Exhibit No.		Description

4.1		LiveWire Ergogenics Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 on Form S-8 filed on May 3, 2013 (File No. 000-333-188325) as amended and filed on April 24, 2014)

4.2		Articles of Incorporation incorporated by reference from Form S-1 filed February 11, 2008 (SEC Accession No 0001013763-08-000306)

4.3		Certificate of Amendment on Name Change to SF Blu Vu, Inc., incorporated by reference from Form 8-K filed on October 16, 2009 (SEC Accession No. 0001013762-09-001684)

4.4		Certificate of Amendment on Name Change to LiveWire Ergogenics, Inc., incorporated by reference from Form 8-K filed November 14, 2011 (SEC Accession No. 0001013762-11-003020)

4.5		Bylaws incorporated by reference from Form S-1 filed February 11, 2008

5.1		Opinion of Law Offices of Michael L. Corrigan*

10.1		Amendment No. 2 to LiveWire Ergogenics Stock Incentive Plan*

23.1		Consent of RBSM LLP*

23.2		Consent of Law Offices of Michael L. Corrigan (included in the opinion filed as Exhibit 5.1)*

24		Power of Attorney (included on signature page)*

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized in Orange County, California on April 10, 2015.

	LIVEWIRE ERGOGENICS, INC.

	By:	/s/ William J. Hodson
		William J. Hodson, CEO and Director Principal executive officer, principal financial and accounting officer, and sole director

EXHIBIT 5.1

Law Offices

MICHAEL L. CORRIGAN

550 Corporate Center

550 West C Street, Suite 301

TELEPHONE: (619) 535-1100 San Diego, CA 92101 FACSIMILE: (858) 436-3369

EMAIL: mike@corriganlaw.net

April 10, 2015

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:		Livewire Ergogenics, Inc.
		Registration Statement on Form S-8

Gentlemen:

We have acted as special and limited counsel to Livewire Ergogenics, Inc., a Nevada corporation (the "Company"), in connection with the preparation for filing with the U. S. Securities and Exchange Commission of a Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 135,000,000 shares ("Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), issuable pursuant to the Company’s 2013 Equity Compensation Plan, as amended (the “2013 Plan”).

We have examined the 2013 Plan and such corporate records, documents, instruments and certificates of the Company, and have reviewed such other documents as we have deemed relevant under the circumstances. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company.

Based upon, subject to the foregoing and assuming that (i) the Company reserves for issuance under the 2013 Plan an adequate number of authorized and unissued shares of Common Stock and (ii) the consideration required to be paid in connection with the issuance and sale of shares of Common Stock under the 2013 Plan is actually received by the Company as provided in the Plan, we are of the opinion that the Shares, when issued in accordance with the 2013 Plan, will be legally issued, fully paid and non-assessable.

In connection with this opinion, we have examined the Registration Statement, the Company's Articles of Incorporation and By-laws, and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Opinions" in the prospectus included in the Registration Statement.

This opinion is conditioned upon the compliance by the Company with all applicable provisions of the Securities Act of 1933, as amended, and such state securities rules, regulations and laws as may be applicable.

Sincerely,

Law Offices of Michael L. Corrigan

/s/ Michael L. Corrigan

Cc: Mr. William Hodson, CEO

Livewire Ergogenics, Inc.

EXHIBIT 10.1

AMENDMENT NO. 2

LIVEWIRE ERGOGENICS, INC.

2013 STOCK INCENTIVE PLAN

WHEREAS , in May of 2013 the Company adopted its 2013 Stock Incentive Plan, filed with the Securities & Exchange Commission on May 3, 2013 (the “Plan”), covering 5,000,000 shares of Common Stock;

WHEREAS , on April 22, 2014, the Board of Directors of the Company pursuant to Section 9 of the Plan determined to amend the Plan to increase the number of shares authorized for issuance under the Plan to 15,000,000 shares (the “Amendment”);

WHEREAS , on April 22, 2014, by requisite vote of the stockholders of the Company, the Amendment was approved;

WHEREAS , on April 7, 2015, the Board of Directors of the Company pursuant to Section 9 of the Plan determined to amend the Plan to increase the number of shares authorized for issuance under the Plan to 150,000,000 shares (the “Amendment”);

WHEREAS , on April 7, 2015, by requisite vote of the stockholders of the Company, the Amendment was approved; and

NOW, THEREFORE, the Plan is hereby amended as follows:

1. The first sentence of Section 4(b) of the Plan is hereby deleted in its entirety and superseded and replaced as follows:

“(b) Number of Shares. Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed one hundred fifty million (150,000,000).”

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement on Form S-8 of Livewire Ergogenics, Inc. ("the Company") of our report dated April 14, 2014 with respect to the balance sheets at December 31, 2012 and 2013 and the related statements of operations, changes in shareholders' equity and cash flows for the Company for the years then ended included in the Company's Annual Report on Form 10-K.