Securities Registration: Employee Benefit Plan (s-8)
April 17 2020 - 4:49PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on April 17, 2020
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUOKUNG
TECHNOLOGY CORP.
(Exact name of registrant as specified in its charter)
British Virgin Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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B9-8, Block B, SOHO Phase II, No 9,
Guanghua Road
Chaoyang District
Beijing
People’s Republic of China, 100020
(86) 10-85866721
(Address of Principal Executive Offices)
Luokung Technology Corp. 2018 Omnibus
Equity Plan
(Full title of the plan)
Worldwide Stock Transfer LLC
One University Plaza, Suite 505
Hackensack, New Jersey 07601
(201) 820-2008
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
William N. Haddad
Venable LLP
1270 Avenue of the Americas
New York, NY 10020
(212) 307-5500
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 ☐
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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 ☐
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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.
☐
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, $0.01 par value per share, issuable under the Luokung Technology Corp. Omnibus 2018 Equity Plan
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19,931,756 ordinary shares
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$
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0.5795
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$
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11,550,453
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$
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1,500
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Total Registration Fee
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$
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1,500
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(1)
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This Registration Statement
covers 19,931,756 ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of Luokung Technology Corp. (the
“Company”), being newly registered hereunder and issuable pursuant to the Luokung Technology Corp. Omnibus 2018 Equity
Plan (the “Plan”). This Registration Statement also covers an indeterminate number of additional ordinary shares that
may be offered or sold under the Plan by reason of any substitutions or adjustments to ordinary shares to account for any change
in capitalization, including any share dividend, share split, reverse share split, split up, spin-off, recapitalization, or other
distribution of shares or property of the Company, combination or exchange of ordinary shares, dividend in kind, or other like
change in capital structure.
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(2)
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Pursuant to Rule 457(h)
of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated
solely for the purpose of calculating the amount of the registration fee. The offering price per share and aggregate offering
price are based upon the average of the high and low prices for the Ordinary Shares of the Company as reported on The NASDAQ Capital
Market on April 13, 2020 ($0.5795), in accordance with Rule 457(c) of the Securities Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The information required
by Part I is included in documents to be sent or given to participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and
Exchange Commission (the “Commission”), and the instructions to Form S-8, such documents are not being filed with the
Commission either as a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item
3 of Part II of this Registration Statement, 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 are
hereby incorporated by reference into this Registration Statement:
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the Company's Annual Report
on Form
20-F for the fiscal year ended December 31, 2018,
filed with the Commission on April 24, 2019; and
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the description of the
Company’s Ordinary Shares, $0.01 par value per share, contained in our Registration Statement on Form 8-A, filed
on May 7, 2010, pursuant to Section 12(b) of the Exchange Act, as amended.
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In addition, all documents
that the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained
in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified,
superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement
modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except
as so modified, superseded or replaced, to constitute a part of this Registration Statement. Unless expressly incorporated by reference
into this Registration Statement, a report (or portion thereof) “furnished” under Item 2.02 or 7.01 of Form 8-K and
not deemed filed under such provisions shall not be incorporated by reference into this Registration Statement.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
British Virgin Islands law does not limit
the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime. Under the memorandum and
articles of association of the Registrant, the Registrant may indemnify its directors, officers and liquidators against all expenses,
including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with
legal, administrative or investigative proceedings to which they are party or are threatened to be made a party by reason of their
acting as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted honestly
and in good faith with a view to the best interest of the Registrant and, in the case of criminal proceedings, they must have had
no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits listed on the accompanying
Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (See Exhibit Index below).
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 this
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 information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act 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.
(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 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.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Company 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 New York, New York, on April 17, 2020.
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LUOKUNG TECHNOLOGY CORP.
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By:
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/s/ Xuesong Song
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Xuesong Song
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Xuesong Song and Jie Yu, and each of them, his or her true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, with full power to act alone, to sign on his behalf and
in the capacity set forth below, any and all amendments and post-effective amendments and supplements to this Registration Statement
on Form S-8 and to file each such amendment and post-effective amendment and supplements to this Registration Statement, with all
exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite
and necessary or appropriate to be done in and about the premises 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 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 indicated on April 17,
2020.
Signature
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Title
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/s/ Xuesong Song
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Xuesong Song
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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/s/ Jie Yu
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Jie Yu
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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/s/ Dennis Galgano
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Dennis Galgano
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Director
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/s/ Kegang Peng
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Kegang Peng
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Director
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/s/ Zhihao Xu
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Zhihao Xu
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Director
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/s/ David Wei Tang
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David Wei Tang
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Director
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/s/ Jin Meng Bryan Yap
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Jin Meng Bryan Yap
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Director
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INDEX TO EXHIBITS
II-5
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