Securities Registration: Employee Benefit Plan (s-8)
May 24 2018 - 12:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
DIEGO
PELLICER WORLDWIDE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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33-1223037
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(State
of other jurisdiction
of incorporation or Organization)
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(I.R.S.
Employer
Identification No.)
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9030
Seward Park Avenue S. #501
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Seattle,
Washington
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98118
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Revised
Settlement Agreement/Services Agreement
(Full
Title of Plan)
Ron
Throgmartin, Chief Executive Officer
9030
Seward Park Avenue S. #501
Seattle,
Washington 98118
Name
and address of agent for service)
(516)
900-3799
(Telephone
number, including area code, of agent for service)
Copies
to:
Joseph
J. Tomasek, Esq.
Law
Office of Joseph J. Tomasek, Esq.
74
Linden Avenue
Verona,
New Jersey 07044
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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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
(Do not check if a smaller reporting company)
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Smaller
reporting company
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[X]
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Emerging
growth Company
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[ ]
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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
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Amount
of
registration
fee
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Common
Stock, par value $0.001 per share (3)
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2,500,000
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$
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0.02
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$
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50,000
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$
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6.22
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of common stock of Diego Pellicer Worldwide, Inc., a Delaware corporation (the “Registrant”
or the “Company”), which become issuable by reason of any stock dividend, stock split, recapitalization or other
similar transaction which results in an increase in the number of outstanding shares of the Registrant’s common stock.
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(2)
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Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act,
as amended, using the average sale price reported of the Registrant’s common stock as reported on the OTC Bulletin Board
on May 18, 2018.
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(3)
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Represents
shares issuable in connection with the services agreement between the Registrant and David R. Wells, consultant of the Company
as further explained herein.
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The date of this prospectus is May 22,
2018
EXPLANATORY
NOTE
This
Registration Statement is being filed by Diego Pellicer Worldwide, Inc (referred to herein as “we”, “us”,
“our”, the “Registrant” or the “Company”) in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the “Securities Act”) in order to register 2,500,0000 shares of the
Company’s common stock, par value $0.000001 per share, the amount of shares issuable to David R. Wells pursuant to a Revised
Settlement Agreement and Services Agreement with David R. Wells and the Company (collectively, the “Consulting Agreement”,
and the recipient, the “Consultant”):
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
We
will provide the Consultant with documents that contain information related to the Consulting Agreement, and other information
including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required to be and are
not being filed as a part of this Registration Statement on Form S-8 (the “Registration Statement”) or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The foregoing information and the documents incorporated
by reference in response 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.
Item
2. Registrant Information and Employee Plan Annual Information.
We
will provide to the Consultant a written statement advising of the availability of documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus) and
of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral
request by contacting:
Chris
Strachan, CFO
Diego
Pellicer Worldwide, Inc.
9030
Seward Park Avenue S. #501
Seattle,
Washington 98118
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Securities and Exchange Commission (“SEC”) allows us to incorporate by reference certain of our publicly filed documents
into this prospectus, which means that such information is considered part of this prospectus. Information that we file with the
SEC subsequent to the date of this prospectus will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all documents subsequently filed by us pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the Selling Stockholders have sold all of the shares offered
hereby or such shares have been deregistered.
The
following documents filed with the SEC are incorporated herein by reference:
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(a)
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The
Registrant’s latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year
for which such statements have been filed;
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(b)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant’s latest annual report or prospectus referred to in (a) above; and
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(c)
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The
description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-1
(File No. 333-188752) as originally filed with the Securities and Exchange Commission on May 22, 2013, including any amendments
or reports filed for the purpose of updating such description.
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All
documents subsequently filed with the Commission by the Registrant 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 hereunder have been sold or
which deregisters all securities then remaining unsold under this Registration Statement, 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 contained
herein or in a 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 reference herein modifies or supersedes such earlier statement. Any
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.
Joseph J. Tomasek, Esq. will pass upon the
validity of the common stock being registered. Mr. Tomasek is the beneficial owner of 56,000 shares of the Company’s
common stock and is retained by the Company as its General Counsel.
Item
6. Indemnification of Directors and Officers.
Our
Certificate of Incorporation, as amended, provide to the fullest extent permitted by Delaware law, our directors or officers shall
not be personally liable to us or our shareholders for damages for breach of such director’s or officer’s fiduciary
duty. The effect of this provision of our Certificate of Incorporation, as amended, is to eliminate our rights and our shareholders
(through shareholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach
of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior),
except under certain situations defined by statute. We believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or person
controlling us, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
No.
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Description
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5.1
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Opinion
of Joseph J. Tomasek, Esq.
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10.1
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Restated
Settlement Agreement, dated April 25, 2018, between Diego Pellicer Worldwide, Inc. and Consultant David R. Wells
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10.2
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Services Agreement, dated May 7, 2015, between Diego Pellicer Worldwide, Inc. and David R. Wells.
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23.1
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Consent
of RBSM LLP
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23.2
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Consent
of Paritz & Company, PA
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23.3
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Consent
of Joseph J. Tomasek, Esq. (included within Exhibit 5.1)
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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:
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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;
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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 such information in the Registration Statement.
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Provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this 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 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 of 1933, 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 of 1933,
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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933, 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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 Seattle, State of Washington on May 22, 2018.
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DIEGO
PELLICER WORLDWIDE, INC.
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By:
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/s/
Ron Throgmartin
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Ron
Throgmartin
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name
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Title
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Date
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/s/
Ron Throgmartin
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Chief
Executive Officer, President and Member of the Board
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May
22, 2018
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Ron
Throgmartin
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/s/
Alan Valdes
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Member
of the Board
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May
22, 2018
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Alan
Valdes
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/s/
Nello Gonfiantini
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Member
of the Board
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May
22, 2018
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Nello
Gonfiantini
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