UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

FREEDOM LEAF INC.
(Exact name of registrant as specified in its charter)
     
Nevada   46-2093679
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
     

3571 E. Sunset Road, Suite 420

Las Vegas, NV

  89120
(Address of principal executive offices)   (Zip Code)
 
2016 Stock Option Plan
(Full title of the plan)
     

Eastbiz.com, Inc.

5348 Vegas Drive

Las Vegas, NV 89108

Telephone: (702) 871-8678

 

Copy to:

Clifford J. Perry

3571 E. Sunset Road, Ste. 420

Las Vegas, NV 89120

(Name, address and telephone number of agent for service)   (954) 895-3316

 

Indicate by check mark whether the registrant is a large accelerated filer, 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 Smaller reporting company   þ
(Do not check if a smaller reporting company)  

 

 

     
 

 

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, par value $0.001 per share   10,000,000   $ 0.1103   $ 1,103,000   $ 127.84  
                         

(1) Pursuant to Rule 416(a) under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Act on the basis of the last reported sale prices of Freedom Leaf Inc.’s common stock reported on the over-the-counter trading market on December 19, 2016.

 

 
 

 

EXPLANATORY NOTE

 

The purpose of this Registration Statement on Form S-8 is to register an aggregate of 10,000,000 shares of Freedom Leaf Inc. (the “ Company ”) common stock, par value $0.001 per share (the “ Common Stock ”) which may be offered pursuant to the Company’s 2016 Stock Option Plan (the “ 2016 Plan ”).

 

PART I

 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “ Commission ”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference.

 

The following documents previously filed by the Company with the Securities and Exchange Commission (the “ Commission ”) are incorporated by reference into this registration statement on Form S-8:

 

· The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, filed with the Commission on October 7, 2016;

 

· The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, filed with the Commission on November 15, 2016;

 

· All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since the end of the fiscal year covered by the Company’s Annual Report referred to above; and

 

 

 

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· The description of the Common Stock set forth in the Registration Statement on Form S-1 initially filed with the Commission on July 22, 2013, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered herein have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

 

Item 4.   Description of Securities.

 

Not applicable.

 

Items 5.   Interests of Named Experts and Counsel.

 

The validity of our securities registered hereby has been passed upon by Brunson Chandler & Jones, PLLC.  Brunson Chandler & Jones, PLLC, and its members, do not and have not owned any shares of Company common stock. 

 

Item 6.   Indemnification of Directors and Officers.

 

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation.

 

The Company’s articles of incorporation state that no director or officer shall be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer.  Notwithstanding the foregoing sentence, a director or officer shall be liable to the extent provided by applicable law (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) for the payment of dividends in violation of Nevada Revised Statutes Section 78.300.

 

The Company’s bylaws state that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, ("proceeding"), by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer shall be indemnified and held harmless by the Company to the fullest extent authorized by the Nevada Revised Statutes, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss reasonably incurred or suffered by such indemnitee in connection therewith.

 

The bylaws further provide that, subject to statutory limitations, the right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition.

 

The Bylaws also state that the Company may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of the Bylaws with respect to the indemnification and advancement of expenses of directors and officers of the Company.

 

The Company has also entered into agreements with our directors and officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as our directors or officers to the fullest extent not prohibited by law.  The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. We also maintain liability insurance for our officers and directors.

 

The above discussion of our corporate documents and agreements is not intended to be exhaustive and is respectively qualified in its entirety by our corporate documents and agreements.

 

Item 7.   Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.   Exhibits.

 

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

 

 

 

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EXHIBIT INDEX

       
Number   Description
       
4.1     Freedom Leaf Inc. 2016 Stock Option Plan (filed herewith)
       
4.2     Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 initially filed with the Commission on July 22, 2013)
       
4.3     Certificate of Amendment (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 9, 2016)
       
5.1     Opinion of Counsel (filed herewith)
       
23.1     Consent of Independent Registered Public Accounting Firm (filed herewith)

 

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) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in this 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; and

 

(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.

 

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the 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 of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, 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 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. 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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, thereunto duly authorized, in Las Vegas, Nevada, on December 19, 2016.

 

  FREEDOM LEAF INC.
     
     
  By: /s/ Clifford J. Perry
    Clifford J. Perry
    Chief Executive Officer
    (Principal Executive Officer)

 

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 indicated.

 

         
/s/ Clifford J. Perry   Director, Chief Executive Officer, Chief Financial Officer, Treasurer   December 19, 2016
Clifford J. Perry        
         
/s/ Richard C. Cowan   Director   December 19, 2016
Richard C. Cowan        
         
/s/ Raymond P. Medeiros   Director, Secretary   December 19, 2016
Raymond P. Medeiros        
         

 

 

 

 

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