Securities Registration: Employee Benefit Plan (s-8)
September 21 2021 - 04:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JOWELL GLOBAL LTD.
聚好全球股份有限公司
(Exact name of registrant as specified in its charter)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2nd
Floor, No. 285 Jiangpu Road
Yangpu District, Shanghai, China
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200082
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(Address of Principal Executive Offices)
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(Zip Code)
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Jowell Global Ltd.
2021 Omnibus Equity Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street,
18th Floor
New York, NY 10168
+1 800 221-0102
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey Li
FisherBroyles, LLP
1200 G Street, NW
Washington, D.C. 20005
(202) 830-5905
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See 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 ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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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 13(a) of the Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount of
registration
fee
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Ordinary Shares, par value $0.0001 per share
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4,000,000
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$
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6.05
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$
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24,200,000
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$
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2,640.22
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(1)
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Jowell Global Ltd., a Cayman Islands company (the “Company” or “Jowell”), is registering 4,000,000 shares of Ordinary Shares pursuant to the Jowell Global Ltd. 2021 Omnibus Equity Plan (the “Plan”). Pursuant to paragraph (a) of Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also registered hereunder such indeterminate number of additional Ordinary Shares as may become issuable under the Plan as a result of stock splits, stock dividends or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding Ordinary Shares.
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(2)
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The offering price for these shares is estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of our Ordinary Shares as quoted on the Nasdaq Capital Market on September 20, 2021, a date within five business days of the filing date.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The
following documents previously filed by Jowell Global Ltd. (the “Registrant”) with the Securities and Exchange Commission
(the “Commission”) are incorporated by reference herein:
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(a)
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The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2020 filed with the Commission on May 10, 2021; and
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(b)
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The description of the Registrant’s ordinary
shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-40145) filed
with the Commission on March 2, 2021, including any amendment and report subsequently filed for the purpose of updating that
description.
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All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment
to this registration statement 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 this registration statement and to be part hereof from the date of filing of
such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will
be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed
document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified
or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors
and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as
to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s second amended and restated
articles of association, adopted by its shareholders on July 1, 2020 provides that the Registrant shall indemnify its directors and officers
against actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such persons in their
capacity as such, other than by reason of their own dishonesty, willful default, or fraud, in or about the conduct of the Registrant’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities
or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such persons in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court
whether in the Cayman Islands or elsewhere.
Pursuant
to the indemnification agreement, the form of which was filed as Exhibit 10.17 to the Registrant’s registration statement on Form F-1
(File No. 333-250889), as amended, initially filed with the Commission on November 23, 2020, the Registrant has agreed
to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with
claims made by reason of their being directors or officers of the Registrant.
The Registrant also maintains
a directors and officers liability insurance policy for its directors and executive officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index
to Exhibits attached hereto.
Item 9. Undertakings
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(a)
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The undersigned Registrant hereby
undertakes:
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(1)
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To file, during any period in
which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required
by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement; and
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(iii)
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to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to that information in the registration
statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 this registration statement;
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(2)
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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.
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(3)
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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.
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(b)
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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 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 this 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.
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(c)
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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 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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EXHIBIT INDEX
Exhibit
Number
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Description
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4.1
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Second
Amended and Restated Memorandum of Association (incorporated herein by reference to Exhibit 3.2 to the registration statement on
Form F-1 (File No. 333-250889), as amended, initially filed with the SEC on November 23, 2020)
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4.2
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Second
Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.3 to the registration statement on Form F-1 (File
No. 333-250889), as amended, initially filed with the SEC on November 23, 2020)
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4.3
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Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1 (File No. 333-250889), as amended, initially filed with the SEC on November 23, 2020)
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5.1*
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Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Ordinary Shares being registered
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10.1
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Jowell
Global Ltd. 2021 Omnibus Equity Plan (incorporated by reference to Annex A of Exhibit 99.1 Notice of Jowell Global Ltd.’s 2021
Annual General Meeting of Stockholders and Proxy Statement filed with SEC on August 9, 2021)
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23.1*
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Consent of Friedman LLP, an independent registered public accounting firm
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23.2*
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power
of Attorney (included on signature page hereto)
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SIGNATURES
Pursuant
to 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 has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Shanghai, on September 21, 2021.
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Jowell Global Ltd.
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By:
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/s/ Zhiwei Xu
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Name:
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Zhiwei Xu
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Title:
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Chief Executive Officer and
Chairman of the Board
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(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS that each of the undersigned officers and directors of Jowell Global Ltd. hereby constitutes and appoints Zhiwei Xu and Mei Cai
or either of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this Registration Statement
on Form S-8 of Jowell Global Ltd. and any and all amendments (including post-effective amendments) thereto, and to file or cause
to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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 such person might, or could, do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated:
Signature
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Title
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Date
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/s/ Zhiwei Xu
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Chief Executive Officer and Director
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September 21, 2021
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Zhiweu Xu
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(Principal Executive Officer)
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/s/ Mei Cai
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Chief Financial Officer
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September 21, 2021
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Mei Cai
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(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Dan Zhao
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Director and Vice President
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September 21, 2021
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Dan Zhao
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/s/ William Morris
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Director
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September 21, 2021
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William Morris
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/s/ Y. Tristan Kuo
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Director
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September 21, 2021
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Y. Tristan Kuo
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/s/ Haitao Wang
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Director
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September 21, 2021
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Haitao Wang
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SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Jowell Global Ltd. has signed this registration
statement or amendment thereto in New York, New York on September 21, 2021.
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Authorized U.S. Representative - Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President on behalf of
Cogency Global Inc.
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