As filed with the Securities and Exchange Commission
on September 13, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
DIGERATI TECHNOLOGIES,
INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
|
74-2849995 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
8023 Vantage Dr, Suite 660
San Antonio, Texas 78230
(210) 614-7240
(Address, including zip code and telephone number,
including area code, of Registrant’s principal executive offices)
Digerati Technologies, Inc. 2015 Equity Compensation
Plan
(Full title of the plans)
Arthur L. Smith
President and Chief Executive Officer
Digerati Technologies, Inc.
8023 Vantage Dr, Suite 660
San Antonio, Texas 78230
(210) 614-7240
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Joseph M. Lucosky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, New Jersey 08830
Tel. No.: (732) 395-4400
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 |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement
on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an
additional 7,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Digerati Technologies, Inc.
(the “Company”), issuable under the employee benefit plan named the Digerati Technologies, Inc. 2015 Equity Compensation Plan
(the “Plan”) for which a registration statement of the Company on Form S-8 (File Nos. 333-208089) is effective.
Pursuant to General Instruction
E of Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by
reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein
or therein.
Item 8. EXHIBITS.
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, thereunto duly authorized,
in the City of San Antonio, State of Texas, on this 13th day of September, 2023.
| DIGERATI TECHNOLOGIES, Inc. |
|
| |
|
|
| By |
/s/ Arthur L. Smith |
|
| |
Arthur L. Smith |
|
| |
President and Chief Executive Officer |
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each of Arthur L. Smith and Antonio Estrada Jr. as his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments,
including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be done, 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 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 by the following persons in the capacities held
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Arthur L. Smith |
|
President and Chief Executive Officer |
|
September 13, 2023 |
| Arthur L. Smith |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Antonio Estrada Jr. |
|
Chief Financial Officer |
|
September 13, 2023 |
| Antonio Estrada Jr. |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Craig K. Clement |
|
Director |
|
September 13, 2023 |
| Craig K. Clement |
|
|
|
|
| |
|
|
|
|
| /s/ Maxwell A. Polinsky |
|
Director |
|
September 13, 2023 |
| Maxwell A. Polinsky |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
2
Exhibit 5.1
September 13, 2023 |
 |
Digerati Technologies, Inc.
8023 Vantage Dr., Suite 660
San Antonio, Texas 78230
| RE: | Digerati Technologies, Inc. Registration Statement on Form
S-8 |
Ladies and Gentlemen:
We have acted as counsel to Digerati Technologies,
Inc., a Nevada corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration
Statement”) to be filed on September 13, 2023 with the Securities and Exchange Commission (the “Commission”) pursuant
to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 7,500,000 shares of the Company’s
common stock, par value $0.001 per share (the “Shares”), to be issued by the Company pursuant to the Digerati Technologies,
Inc. 2015 Equity Incentive Plan, as amended (the “Plan”).
We have participated in the preparation of the
Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed
below.
In rendering the opinion expressed below, we have
assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted
to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further
assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate
action of the Company and, when issued in accordance with the terms of the Plan, at prices not less than the par value thereof, will be
validly issued, fully paid and non-assessable.
We render this opinion only with respect to, and
we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the
state of Nevada.
We hereby consent to the use of this opinion as
a part (Exhibit 5.1) of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The
opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations,
as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
| |
Very truly yours, |
| |
|
| |
/s/ Lucosky Brookman LLP |
| |
Lucosky Brookman LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated October 31, 2022 with respect to the audited consolidated
financial statements of Digerati Technologies, Inc. and its subsidiaries for the year ended July 31, 2022. Our report contains an explanatory
paragraph regarding the Company’s ability to continue as a going concern.
| /s/ MaloneBailey, LLP |
|
| www.malonebailey.com |
|
| Houston, Texas |
|
| September 13, 2023 |
|
Exhibit 107
Calculation
of Filing Fee Table
Form S-8
(Form Type)
DIGERATI
TECHNOLOGIES, INC.
(Exact Name
of Registrant as Specified in its Charter)
Table 1:
Newly Registered Securities
| Security Type | |
Security Class
Title | |
Fee
Calculation
Rule | |
Amount
Registered (1)(2) | | |
Proposed
Maximum
Offering Price
Per Share | | |
Maximum
Aggregate
Offering Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Common Stock, $0.001 par value per share | |
457(c) and 457(h) | |
| 7,500,000 | | |
$ | 0.0398 | (3) | |
$ | 298,500 | | |
| $110.20 per $1,000,000 | | |
$ | 32.90 | |
| Total Offering Amounts | |
| | | |
| | | |
$ | 298,500 | | |
| | | |
$ | 32.90 | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| - | |
| Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 32.90 | |
| (1) | Represents shares of common stock, par value $0.001 (the “Common
Stock”), of Digerati Technologies, Inc. issuable under the Digerati Technologies, Inc. 2015 Equity Incentive Plan, as amended (the
“Plan”). |
| (2) | Also registered hereby are such additional and indeterminate
number of shares of Common Stock as may be issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares, or other similar change affecting the outstanding Common Stock. |
| (3) | Estimated solely for the purpose of calculating the registration
fee which was computed in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities
Act”), on the basis of the average of the high ($0.0431) and low ($0.0365) sales prices per share of the Common Stock as reported
on the OTCQB on September 13, 2023. |
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