As filed with the Securities and Exchange
Commission on June 15, 2020
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Datasea,
Inc.
(Exact name of registrant as specified in
its Charter)
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Nevada
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45-2019013
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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20th Floor, Tower B, Guorui Plaza,1 Ronghua
South Road
Technological Development Zone, Beijing,
People’s Republic of China 100176
+86 10-56145240
(Address of principal executive offices, including zip code, and telephone number, including area code)
Zhixin Liu, President and Chief Executive
Officer
20th Floor, Tower B, Guorui Plaza,1 Ronghua
South Road
Technological Development Zone, Beijing,
People’s Republic of China 100176
+86 10-56145240
(Name, address, including zip code, and telephone number, including area code, of agent for service of process)
Copies to:
Ralph V. De Martino, Esq.
F. Alec Orudjev, Esq.
Schiff Hardin LLP
901 K Street, Suite 700, Washington,
DC 20001
Tel: (202) 724-6800
Facsimile: (202) 778-6460
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check
the following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, as amended, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, as amended, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction 1.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction 1.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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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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☒
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Smaller reporting company
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☒
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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 Securities Act.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Security Being Registered
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Proposed
Maximum
Aggregate
Offering Price (1)
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Amount of
Registration
Fee (2)
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Common Stock, par value $[_] per share
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(3)
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(3)
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Debt Securities
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(3)
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(3)
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Warrants
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(3)
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(3)
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Units
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(3)
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(3)
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Total
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$
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100,000,000
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(4)(5)
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$
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12,980
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(1) There are being registered hereunder
such indeterminate number of shares of common stock, such indeterminate principal amount of debt securities, such indeterminate
number of warrants to purchase common stock, and/or debt securities, and such indeterminate number of units as may be sold by
the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000. If
any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such
greater principal amount at maturity as shall result in an aggregate offering price not to exceed $100,000,000, less the aggregate
dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as
units with the other securities registered hereunder. The proposed maximum offering price per unit will be determined, from time
to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities
registered hereunder also include such indeterminate number of shares of common stock and amount of debt securities as may be
issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise
of warrants or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the
Securities Act of 1933, as amended (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) The proposed maximum per
unit and aggregate offering prices per class of security will be determined from time to time by the registrant in connection
with the issuance by the registrant of the securities registered hereunder.
(3) Pursuant to Rule 457(o)
under the Securities Act of 1933 (the “Securities Act”), the registration fee is calculated on the maximum
offering price of all securities listed, and the table does not specify information by each class about the amount to be
registered.
(4) The proposed maximum aggregate
offering price has been estimated for the sole purpose of computing the registration fee pursuant to Rule 457(o) under the Securities
Act and is exclusive of accrued interest, distributions and dividends, if any.
(5) At no time will the maximum aggregate offering
price of all securities issued in any given 12-month period exceed the amount allowed for in General Instruction I.B.6. of Form
S-3.
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated June 15, 2020
PROSPECTUS
$100,000,000
Datasea,
Inc.
Common Stock
Debt Securities
Warrants
Units
We may from time to
time issue up to $100,000,000 aggregate dollar amount of common stock, debt securities, warrants or units of securities. We will
specify in the accompanying prospectus supplement the terms of the securities to be offered and sold. We may sell these securities
directly to you, through underwriters, dealers or agents we select, or through a combination of these methods. We will describe
the plan of distribution for any particular offering of these securities in the applicable prospectus supplement. This prospectus
may not be used to sell our securities unless it is accompanied by a prospectus supplement.
Our common stock is listed
on The NASDAQ Capital Market and traded under the symbol “DTSS.” On June 9, 2020, the closing price of the common stock,
as reported on NASDAQ was $1.78 per share. As of June 9, 2020, the aggregate market value of our outstanding common stock held
by non-affiliates was approximately $10.58 million, based on 20,943,846 shares of outstanding common stock, of which approximately
5,943,843 shares were held by non-affiliates, and a per share price of $1.78 based on the closing sale price of our common stock
on June 9, 2020.
Investing in our
securities is highly speculative and involves a high degree of risk. You should purchase these securities only if you can afford
a complete loss of your investment. You should carefully consider the risks and uncertainties described under the heading “Risk
Factors” beginning on page 4 of this prospectus before making a decision to purchase our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ____, 2020
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may sell the securities described in this prospectus in one or
more offerings up to a total dollar amount of $100,000,000.
We have provided to
you in this prospectus a general description of the securities we may offer. Each time we sell securities under this shelf registration
process, we will provide a prospectus supplement that will contain specific information about the terms of that offering. That
prospectus supplement may include additional risk factors or other special considerations applicable to the securities being offered.
We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. To the extent
there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the
information in the prospectus supplement, provided that if a statement in any document is inconsistent with a statement in another
document having a later date - for example, a document incorporated by reference in this prospectus or any prospectus supplement
- the statement in the document having the later date modifies or supersedes the earlier statement. You should read both this prospectus
and the prospectus supplement together with the additional information described under “Where You Can Find More Information.”
The registration statement
containing this prospectus, including the exhibits to the registration statement, provides additional information about us and
the securities offered under this prospectus. The registration statement, including the exhibits, can be read at the SEC website
or at the SEC offices mentioned under the heading “Where You Can Find More Information.”
You should rely only
on the information incorporated by reference or provided in this prospectus and the accompanying prospectus supplement. We have
not authorized anyone to provide you with different information. We are not making an offer to sell or soliciting an offer to buy
these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to make the offer or solicitation. You should not
assume that the information in this prospectus or the accompanying prospectus supplement is accurate as of any date other than
the date on the front of the document.
Unless the context
requires otherwise, references to the “Company,” “we,” “our,” and “us,” refer to Datasea,
Inc. and its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with
the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered in this offering.
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.
You may read and copy the registration statement and any other documents we have filed at the Securities and Exchange Commission’s
Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the Public Reference Room. Our Securities and Exchange Commission filings are also available to the
public at the Securities and Exchange Commission’s Internet site at www.sec.gov. This prospectus is part of the registration
statement and does not contain all of the information included in the registration statement. Whenever a reference is made in this
prospectus to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document,
you should refer to the exhibits that are a part of the registration statement.
INCORPORATION BY REFERENCE
The SEC allows us to
“incorporate by reference” into this prospectus the information we file with it, which means that we can disclose important
information to you by referring you to those documents. Later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below, all filings filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of the initial registration statement of which this prospectus forms a part prior to effectiveness
of such registration statement, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the time that all securities covered by this prospectus have been sold or the offering is otherwise terminated; provided,
however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report
on Form 8-K:
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Our
Annual Report on Form 10-K for the year ended June 30, 2019 (filed on October 15, 2019);
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Our
Current Report on Form 8-K filed on January 16, 2020; and
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the
description of our common stock contained in our Registration Statement on Form 8-A, dated and filed with the SEC on December
18, 2018, and any amendment or report filed with the SEC for the purpose of updating the description.
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We will provide to
each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to
the requester, a copy of any and all of the information that is incorporated by reference in this prospectus. You may request a
copy of these filings, at no cost, by contacting us at:
Datasea, Inc., Attn: Corporate Secretary
20th Floor, Tower B, Guorui Plaza,1 Ronghua
South Road, Technological Development Zone
Beijing, People’s Republic of China
100176
+86 10-56145240
ABOUT THE COMPANY
Our Company
We are an emerging
technology company in China engaged in (i) providing smart security solutions primarily to schools, scenic areas and public communities
and (ii) developing education-related technologies. We leverage our proprietary technologies, intellectual property, innovative
products and market intelligence to provide comprehensive and optimized security solutions and education-related technologies.
Our security and technology engineers and experts create, design, build and run an intelligent 3D security system through visual
and non-visual Perception algorithms, and hardware products such as face recognition cameras, Infra-red Emissions and smoke detectors.
We strive to offer
comprehensive security solutions to users including enterprises, institutions, families and individuals, to address school campus,
community and public space safety and surveillance concerns. Specifically, we offer (i) the safe campus security system. (ii) the
scenic area security system, and (iii) the public community security system. Our safe campus security system is being used by several
schools in China. As a value-added service to this system, we also develop and offer education-related technologies design for
building of campus networks, education management systems, education cloud platforms, science education platform and other education
systems used in schools. Our scenic area security system is in the testing phase; we expect to introduce it to the market in second
half of 2020. Similarly, our public community security system is also in the testing phase; however, we cannot provide an estimate
when this system will be introduced in the marketplace.
We market our products and services through our distributors
and city partners. While to date, we have generated little revenue from our operations, we expect to generate revenues from sales
of our software systems, system installation, including its software and hardware, upgrades of hardware, and support and maintenance
services.
During the period from
April 1, 2020 to May 15, 2020, we entered into seventeen engagement agreements with various K-12 schools in the PRC to continue
the deployment of our campus security systems. Generally, these are 5-year agreements to provide the security system and accompanying
service to schools at no charge to schools until they collect service fees and remit them to the Company on a semester-by-semester
basis. As services are delivered over time, the Company will recognize the corresponding revenue. By charging service fees instead
of selling hardware and software products, we believe we can facilitate market expansion and build long-term relationships with
our customers since this new revenue model fits the needs of these customers as well as our business objectives.
Corporate Information
Our principal executive
office is located at 20th Floor, Tower B, Guorui Plaza,1 Ronghua South Road, Technological
Development Zone,Beijing China, and our telephone number at that address is (86)10-56145240. Our website is http://www.shuhaixinxi.com. Information contained on our website does not
constitute part of, and is not deemed incorporated by reference into, this prospectus.
RISK FACTORS
Before making an investment
decision, you should consider the “Risk Factors” included under Item 1A. of our most recent Annual Report on Form 10-K
and in our updates to those Risk Factors in our Quarterly Reports on Form 10-Q, all of which are incorporated by reference in this
prospectus, as updated by our future filings with the SEC. The market or trading price of our common stock could decline due to
any of these risks. In addition, please read “Forward-Looking Statements” in this prospectus, where we describe additional
uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus.
Please note that additional risks not currently known to us or that we currently deem immaterial may also impair our business and
operations. The accompanying prospectus supplement may contain a discussion of additional risks applicable to an investment in
us and the particular type of securities we are offering under that prospectus supplement.
FORWARD-LOOKING STATEMENTS
Some of the information
in this prospectus, and the documents we incorporate by reference, contain forward-looking statements within the meaning of the
federal securities laws. You should not rely on forward-looking statements in this prospectus, and the documents we incorporate
by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,” “believe,”
“plan,” “expect,” “future,” “intend,” “may,” “will,” “should,”
“estimate,” “predict,” “potential,” “continue,” and similar words, although some forward-looking
statements are expressed differently. This prospectus, and the documents we incorporate by reference, may also contain forward-looking
statements attributed to third parties relating to their estimates regarding the markets we may enter in the future. All forward-looking
statements address matters that involve risk and uncertainties, and there are many important risks, uncertainties and other factors
that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus, and
the documents we incorporate by reference.
You should also consider
carefully the statements under “Risk Factors” and other sections of this prospectus, and the documents we incorporate
by reference, which address additional facts that could cause our actual results to differ from those set forth in the forward-looking
statements. We caution investors not to place significant reliance on the forward-looking statements contained in this prospectus,
and the documents we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking statements,
whether as a result of new information, future developments or otherwise.
USE OF PROCEEDS
We expect to use the
net proceeds from the sale of securities offered by this prospectus and the prospectus supplement for our clinical trials, if any,
and preclinical programs, for other research and development activities and for general corporate purposes. These may include additions
to working capital, repayment of existing indebtedness and acquisitions. If we decide to use the net proceeds of any offering of
securities other than for our clinical trials, if any, and preclinical programs, for other research and development activities
and for general corporate purposes, we will describe the use of the net proceeds in the prospectus supplement for that offering.
DESCRIPTION OF COMMON STOCK
As of the date of
this prospectus, we are authorized to issue 375,000,000 shares of common stock, par value $0.001 per share. As of the date of
this prospectus, 20,943,846 shares of common stock were issued and outstanding. Each share of our common stock is entitled to
one vote on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise
required by law, the holders of common stock will possess all voting power. Generally, all matters to be voted on by
stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock that are present
in person or represented by proxy. Holders of common stock representing a majority of our capital stock issued, outstanding
and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our
stockholders. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of
common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common
stock. Our common stock is not subject to conversion or redemption and holders of our common stock are not entitled to
preemptive rights. Upon the liquidation, dissolution or winding up of our company, the remaining assets legally available for
distribution to stockholders, after payment of claims or creditors and payment of liquidation preferences, if any, on
outstanding preferred stock, are distributable ratably among the holders of our common stock and any participating preferred
stock outstanding at that time. Each outstanding share of common stock is fully paid and nonassessable.
Holders of shares of
our common stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares
will not be able to elect any of our directors.
Anti-Takeover Effects of Provisions
of Nevada Law
As a Nevada corporation,
we are subject to certain anti-takeover provisions that apply to public corporations under Nevada law. Pursuant to Section 607.0901
of the Nevada Business Corporation Act, or the Nevada Act, a publicly held Nevada corporation may not engage in a broad range of
business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the
holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:
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the
transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;
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the
interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding
the announcement date of any such business combination;
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the
interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive
of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or
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the
consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.
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An interested shareholder
is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s outstanding
voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.
In addition, we are
subject to Section 607.0902 of the Nevada Act which prohibits the voting of shares in a publicly held Nevada corporation that are
acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or
(ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s
voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the
granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as
an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election
of directors.
Quotation
Our common stock is
listed on The NASDAQ Capital Market and traded under the symbol “DTSS”.
Transfer Agent
The transfer agent
for our common stock is West Coast Stock Transfer, Inc. located at 721 N. Vulcan Ave. Ste. 205, Encinitas, CA 92024, tel: 619-664-4780
and fax: 619-664-4780.
DESCRIPTION OF DEBT SECURITIES
General
The following description
sets forth general terms that will apply to the debt securities. We will describe the particular terms of any debt securities that
we offer in the prospectus supplement relating to those debt securities.
The debt securities
will be either our senior debt securities or our subordinated debt securities. The senior debt securities will be issued under
an indenture between us and the trustee named in the indenture. We refer to this indenture as the “senior indenture.”
The subordinated debt securities will be issued under a separate Subordinated Indenture between us and the trustee named in the
indenture. We refer to this indenture as the “subordinated indenture” and, together with the senior indenture, as the
“indentures.” Except as permitted by applicable law, the indentures have been or will be qualified under the Trust Indenture
Act of 1939. We have filed the forms of the indentures as exhibits to the registration statement. For your convenience, we have
included references to specific sections of the indentures in the descriptions below. Capitalized terms not otherwise defined in
this prospectus will have the meanings given in the indenture to which they relate.
The following summaries
of provisions of the debt securities and the indentures are not complete and are qualified in their entirety by reference to the
provisions of the indentures and the debt securities.
Neither of the indentures
limits the principal amount of debt securities that we may issue. Each indenture provides that debt securities may be issued in
one or more series up to the principal amount that we may authorize from time to time. Each indenture also provides that the debt
securities may be denominated in any currency or currency unit that we designate. In addition, each series of debt securities may
be reopened in order to issue additional debt securities of that series in the future without the consent of the holders of debt
securities of that series. Unless otherwise described in the prospectus supplement relating to a particular offering, neither the
indentures nor the debt securities will contain any provisions to afford holders of any debt securities protection in the event
of a takeover, recapitalization or similar restructuring of our business.
Unless otherwise described
in the prospectus supplement relating to a particular offering, the senior debt securities will rank equally with all of our other
unsecured and unsubordinated debt. The subordinated debt securities will be subordinated to the prior payment in full of our senior
debt securities. We will describe the particular terms of the subordinated debt securities that we offer in the prospectus supplement
relating to those subordinated debt securities.
We will describe the
specific terms relating to each particular series of debt securities in the prospectus supplement relating to the offering of those
debt securities. The terms we will describe in the prospectus supplement will include some or all of the following:
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the
title and type of the debt securities;
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the
total principal amount or initial offering price of the debt securities;
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the
date or dates when the principal of the debt securities will be payable;
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whether
we will have the right to extend the stated maturity of the debt securities;
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whether
the debt securities will bear interest and, if so, the rate or rates, or the method for calculating the rate or rates, of interest;
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if
the debt securities will bear interest, the date from which interest will accrue, the dates when interest will be payable and
the regular record dates for these interest payment dates;
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the
place where the principal, premium, if any, and interest, if any, on the debt securities will be paid, registered debt securities
may be surrendered for registration of transfer, and debt securities may be surrendered for exchange;
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any
sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
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the
terms and conditions upon which we will have the option or the obligation to redeem the debt securities;
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the
denominations in which any registered debt securities will be issuable;
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the
identity of each security registrar and paying agent, and the designation of the exchange rate agent, if any, if other than the
trustee;
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the
portion of the principal amount of debt securities that will be payable upon acceleration of the maturity of the debt securities;
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the
currency used to pay principal, premium, if any, and interest, if any, on the debt securities, if other than U.S. dollars, and
whether you or we may elect to have principal, premium and interest paid in a currency other than the currency in which the debt
securities are denominated;
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any
index, formula or other method used to determine the amount of principal, premium or interest on the debt securities;
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any
changes or additions to the events of default, defaults or our covenants made in the applicable indenture;
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whether
the debt securities are issuable as registered debt securities or bearer debt securities, whether there are any restrictions relating
to the form in which they are issued and whether bearer and registered debt securities may be exchanged for each other; or
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whether
the debt securities are to be convertible or exchangeable for other securities and, if so, the terms of conversion or exchange.
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We may issue debt securities
as original issue discount securities to be sold at a substantial discount below their principal amount. If we issue original issue
discount securities, then we will describe the material U.S. federal income tax consequences that apply to those debt securities
in the applicable prospectus supplement.
Registration and Transfer
We presently plan to
issue each series of debt securities only as registered securities. However, we may issue a series of debt securities as bearer
securities, or a combination of both registered securities and bearer securities. If we issue senior debt securities as bearer
securities, they will have interest coupons attached unless we elect to issue them as zero coupon securities. If we issue bearer
securities, we may describe material U.S. federal income tax consequences and other material considerations, procedures and limitations
in the applicable prospectus supplement. Holders of registered debt securities may present the debt securities for exchange for
different authorized amounts of other debt securities of the same series and in the same aggregate principal amount at the corporate
trust office of the trustee or at the office of any other transfer agent we may designate for the purpose and describe in the applicable
prospectus supplement. The registered securities must be duly endorsed or accompanied by a written instrument of transfer. The
agent will not impose a service charge on you for the transfer or exchange. We may, however, require that you pay any applicable
tax or other governmental charge. If we issue bearer securities, we will describe any procedures for exchanging those bearer securities
for other senior debt securities of the same series in the applicable prospectus supplement. Generally, we will not allow you to
exchange registered securities for bearer securities. In general, unless otherwise specified in the applicable prospectus supplement,
we will issue registered securities without coupons and in denominations of $1,000 or integral multiples, and bearer securities
in denominations of $5,000. We may issue both registered and bearer securities in global form.
Conversion and Exchange
If any debt securities
will be convertible into or exchangeable for our common stock, preferred stock or other securities, the applicable prospectus supplement
will set forth the terms and conditions of the conversion or exchange, including:
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the
conversion price or exchange ratio;
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the
conversion or exchange period;
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whether
the conversion or exchange will be mandatory or at the option of the holder or us;
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provisions
for adjustment of the conversion price or exchange ratio; and
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provisions
that may affect the conversion or exchange if the debt securities are redeemed.
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Redemption
Unless otherwise indicated
in the applicable prospectus supplement, we may, at our option, redeem any series of debt securities in whole at any time or in
part from time to time. If any series of debt securities are redeemable only on or after a certain date or only upon satisfaction
of additional conditions, the applicable prospectus supplement will specify the date or the additional conditions. Unless otherwise
specified in the applicable prospectus supplement, the redemption price for debt securities will equal 100% of the principal amount
plus any accrued and unpaid interest on those debt securities.
The applicable prospectus
supplement will contain the specific terms on which we may redeem a series of debt securities prior to its stated maturity. Unless
otherwise described in the prospectus supplement relating to a particular offering, we will send a notice of redemption to holders
at least 30 days but not more than 60 days prior to the redemption date. The notice will state:
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if
less than all of the debt securities of the series are being redeemed, the particular debt securities to be redeemed (and the
principal amounts, in the case of a partial redemption);
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that
on the redemption date, the redemption price will become due and payable and any applicable interest will cease to accrue on and
after that date;
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the
place or places of payment;
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whether
the redemption is for a sinking fund; and
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any
other provisions required by the terms of the debt securities of the series that are being redeemed.
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On or before any redemption
date, we will deposit an amount of money with the trustee or with a paying agent sufficient to pay the redemption price.
Unless otherwise described
in the prospectus supplement relating to a particular offering, if we are redeeming less than all the debt securities, the trustee
will select the debt securities to be redeemed using a method it considers fair and appropriate. After the redemption date, holders
of redeemed debt securities will have no rights with respect to the debt securities except the right to receive the redemption
price and any unpaid interest to the redemption date.
Events of Default
Unless otherwise described
in the prospectus supplement relating to a particular offering, an “event of default” regarding any series of debt securities
is any one of the following events:
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default
for 30 days in the payment of any interest installment when due and payable;
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default
in the making of any sinking fund payment when due;
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default
in the payment of principal or premium (if any) when due at its stated maturity, by declaration, when called for redemption or
otherwise;
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default
in the performance of any covenant in the debt securities of that series or in the applicable indenture for 60 days after notice
to us by the trustee or by the holders of 25% in principal amount of the outstanding debt securities of that series;
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certain
events of bankruptcy, insolvency and reorganization; and
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any
other event of default provided with respect to that series of debt securities.
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We are required to
file every year with each trustee an officers’ certificate stating whether any default exists and specifying any default
that exists.
Acceleration of Maturity
Unless otherwise described
in the prospectus supplement relating to a particular offering, if an event of default has occurred and is continuing with respect
to debt securities of a particular series (except, in the case of subordinated debt securities, defaults relating to bankruptcy
events), the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series may
declare the principal amount of outstanding debt securities of that series due and payable immediately.
Unless otherwise described
in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with
respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series by written notice
to us and the trustee, may rescind and annul the declaration and its consequences if:
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we
have paid or deposited with the trustee a sum sufficient to pay:
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o
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all
overdue interest on all outstanding debt securities of that series and any related coupons,
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o
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all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities,
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o
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to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and
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o
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all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and
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o
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all
events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest
or any premium on the debt securities which have become
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all
events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest
or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived.
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No rescission will affect any subsequent
default or impair any right consequent thereon.
Waiver of Defaults
Unless otherwise described
in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of
the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related
coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default:
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in
the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or
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in
respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt
security of the series affected thereby.
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If an event of default
with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise
any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities
of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and
liabilities that might be incurred by it in compliance with the request.
The holders of a majority
in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with
law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing
holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction.
Modification of Indenture
We and the trustee
may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including:
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to
evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the
debt securities and the indenture;
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establishing
the form or terms of any series of debt securities issued under the supplemental indentures;
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adding
to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture;
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adding
additional events of default for the benefit of the holders;
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to
change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there
is no debt security outstanding entitled to the benefit of any changed or eliminated provision;
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to
secure the debt securities;
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to
cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities
are not materially affected by the change;
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to
evidence and provide for acceptance of a successor trustee; and
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to
comply with the requirements of the Trust Indenture Act.
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We and the trustee
may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all
affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of
the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent
of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may:
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change
the stated maturity of the principal of, or any installment of principal of or interest on, any debt security;
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reduce
the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating
the rate of interest on, any debt security;
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reduce
the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity
of the debt security;
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change
the place of payment where, or the currency in which, principal or interest on any debt security is payable;
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impair
the right to institute suit for enforcement of payments;
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reduce
the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental
indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or
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modify
any of the provisions described in this section.
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Consolidation, Merger and Sale of Assets
Unless otherwise described
in the prospectus supplement relating to a particular offering, as provided in the indentures, we may not consolidate with or merge
into any other person, or convey, transfer or lease all or substantially all of our assets to any other person, unless:
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the
person surviving or formed by the transaction is organized and validly existing under the laws of any United States jurisdiction
and expressly assumes our obligations under the debt securities and the indentures;
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immediately
after giving effect to the transaction, no event of default will have occurred and be continuing under the indentures; and
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the
trustees under the indentures receive certain officers’ certificates and opinions of counsel.
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Satisfaction and Discharge
We may terminate our
obligations with respect to debt securities of any series not previously delivered to the trustee for cancellation when those debt
securities:
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have
become due and payable;
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will
become due and payable at their stated maturity within one year; or
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are
to be called for redemption within one year under arrangements satisfactory to the indenture trustee for giving notice of redemption.
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We may terminate our
obligations with respect to the debt securities of a series by depositing with the trustee, as trust funds in trust dedicated solely
for that purpose, an amount sufficient to pay and discharge the entire indebtedness on the debt securities of that series. In that
case, the applicable indenture will cease to be of further effect, and our obligations will be satisfied and discharged with respect
to that series (except our obligations to pay all other amounts due under the indenture and to provide certain officers’
certificates and opinions of counsel to the trustee). At our expense, the trustee will execute proper instruments acknowledging
the satisfaction and discharge.
The Trustees
Any trustee may be
deemed to have a conflicting interest for purposes of the Trust Indenture Act and may be required to resign as trustee if there
is an event of default under the applicable indenture and, as more fully described in Section 310(b) of the Trust Indenture
Act, one or more of the following occurs:
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the
trustee is a trustee under another indenture under which our securities are outstanding;
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the
trustee is a trustee for more than one outstanding series of debt securities under a single indenture;
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we
or our affiliates or underwriters hold certain threshold ownership beneficial ownership interest in the trustee;
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the
trustee holds certain threshold beneficial ownership interests in us or in securities of ours that are in default;
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the
trustee is one of our creditors; or
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the
trustee or one of its affiliates acts as an underwriter or agent for us.
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We may appoint an alternative
trustee for any series of debt securities. The appointment of an alternative trustee would be described in the applicable prospectus
supplement. We and our affiliates may engage in transactions with the trustee and its affiliates in the ordinary course of business.
Governing Law
Each of the indentures
are, and the related senior debt securities and subordinated debt securities will be, governed by and construed under the internal
laws of the State of New York.
DESCRIPTION OF THE WARRANTS
We may issue warrants
to purchase debt securities, preferred stock or common stock. We may offer warrants separately or together with one or more additional
warrants, debt securities, shares of preferred stock or common stock, or any combination of those securities in the form of units,
as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the prospectus supplement will specify
whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. We
may issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all
as described in the prospectus supplement. If we issue the warrants under warrant agreements, the warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with
any holders or beneficial owners of warrants.
We will describe the
particular terms of any warrants that we offer in the prospectus supplement relating to those warrants. Those terms may include
the following:
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the
specific designation and aggregate number of warrants, and the price at which we will issue the warrants;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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the
date on which the right to exercise the warrants will begin and the date on which the right will expire or, if the warrants are
not continuously exercisable throughout that period, the specific date or dates on which they are exercisable;
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these
forms;
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any
applicable material United States federal income tax considerations;
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the
identity of the warrant agent, if any, for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents;
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the
designation, aggregate principal amount, currency, denomination and terms of any debt securities that may be purchased upon exercise
of the warrants;
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the
designation, amount, currency, denominations and terms of any preferred stock or common stock purchasable upon exercise of the
warrants;
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if
applicable, the designation and terms of the debt securities, preferred stock or common stock with which the warrants are issued
and the number of warrants issued with each security;
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if
applicable, the date from and after which the warrants and the related debt securities, preferred stock or common stock will be
separately transferable;
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the
principal amount of debt securities or the number of shares of preferred stock or common stock purchasable upon exercise of any
warrant and the price at which those shares may be purchased;
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provisions
for changes to or adjustments in the exercise price;
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if
applicable, the minimum or maximum number of warrants that may be exercised at any one time;
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information
with respect to any book-entry procedures;
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any
antidilution provision of the warrants;
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any
redemption or call provisions; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Each warrant will entitle
the holder thereof to purchase such number of shares of common stock or preferred stock or other securities at the exercise price
as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants may be
exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as set forth in
the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented
by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
DESCRIPTION OF UNITS
We may issue, in one
or more series, units comprised of shares of our common stock, warrants to purchase common stock, debt securities or any combination
of those securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the
unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. We may evidence units
by unit certificates that we issue under a separate agreement. We may issue the units under a unit agreement between us and one
or more unit agents. If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent
in connection with the units and will not assume any obligation or relationship of agency or trust for or with any registered holders
of units or beneficial owners of units. We will indicate the name and address and other information regarding the unit agent in
the applicable prospectus supplement relating to a particular series of units if we elect to use a unit agent.
We will describe in
the applicable prospectus supplement the terms of the series of units being offered, including: (i) the designation and terms of
the units and of the securities comprising the units, including whether and under what circumstances those securities may be held
or transferred separately; (ii) any provisions of the governing unit agreement that differ from those described herein; and (iii)
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
The other provisions
regarding our common stock, preferred stock, warrants and debt securities as described in this section will apply to each unit
to the extent such unit consists of shares of our common stock, preferred stock, warrants and/or debt securities.
PLAN OF DISTRIBUTION
We may sell the securities
covered by this prospectus in one or more of the following ways from time to time:
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to
or through underwriters or dealers for resale to the purchasers;
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directly
to purchasers;
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through
agents or dealers to the purchasers; or
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through
a combination of any of these methods of sale.
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In addition, we may
enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. The applicable prospectus supplement may indicate that third parties may sell securities
covered by this prospectus and the prospectus supplement, including in short sale transactions, in connection with those derivatives.
If so, the third party may use securities we pledge or that are borrowed from us or others to settle those sales or to close out
any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any
related open borrowings of stock. The third party in those sale transactions will be an underwriter and, if applicable, will be
identified in the prospectus supplement (or a post-effective amendment thereto).
A prospectus supplement
with respect to each series of securities will include, to the extent applicable:
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the
terms of the offering
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the
name or names of any underwriters, dealers, remarketing firms, or agents and the terms of any agreement with those parties, including
the compensation, fees, or commissions received by, and the amount of securities underwritten, purchased, or remarketed by, each
of them, if any;
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the
public offering price or purchase price of the securities and an estimate of the net proceeds to be received by us from any such
sale, as applicable;
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any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
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the
anticipated delivery date of the securities, including any delayed delivery arrangements, and any commissions we may pay for solicitation
of any such delayed delivery contracts;
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that
the securities are being solicited and offered directly to institutional investors or others;
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any
discounts or concessions to be allowed or reallowed or to be paid to agents or dealers; and
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any
securities exchange on which the securities may be listed.
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Any offer and sale
of the securities described in this prospectus by us, any underwriters, or other third parties described above may be effected
from time to time in one or more transactions, including, without limitation, privately negotiated transactions, either:
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at
a fixed public offering price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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at
prices related to prevailing market prices at the time of sale; or
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Offerings of securities
covered by this prospectus also may be made into an existing trading market for those securities in transactions at other than
a fixed price, either:
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on
or through the facilities of the NASDAQ Capital Market or any other securities exchange or quotation or trading service on which
those securities may be listed, quoted, or traded at the time of sale; and/or
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to
or through a market maker otherwise than on the NASDAQ Capital Market or those other securities exchanges or quotation or trading
services.
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Those at-the-market
offerings, if any, will be conducted by underwriters acting as our principal or agent, who may also be third-party sellers of securities
as described above.
In addition, we may
sell some or all of the securities covered by this prospectus through:
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purchases
by a dealer, as principal, who may then resell those securities to the public for its account at varying prices determined by
the dealer at the time of resale or at a fixed price agreed to with us at the time of sale;
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block
trades in which a dealer will attempt to sell as agent, but may position or resell a portion of the block as principal in order
to facilitate the transaction; and/or
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ordinary
brokerage transactions and transactions in which a broker-dealer solicits purchasers.
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Any dealer may be deemed
to be an underwriter, as that term is defined in the Securities Act of 1933 of the securities so offered and sold.
In connection with
offerings made through underwriters or agents, we may enter into agreements with those underwriters or agents pursuant to which
we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with
these arrangements, the underwriters or agents also may sell securities covered by this prospectus to hedge their positions in
any such outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities
received from us under those arrangements to close out any related open borrowings of securities.
We may loan or pledge
securities to a financial institution or other third party that in turn may sell the loaned securities or, in any event of default
in the case of a pledge, sell the pledged securities using this prospectus and the applicable prospectus supplement. That financial
institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous
offering of other securities covered by this prospectus.
We may solicit offers
to purchase the securities covered by this prospectus directly from, and we may make sales of such securities directly to, institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of
such securities.
The securities may
also be offered and sold, if so indicated in a prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms acting as principals
for their own accounts or as agents for us.
If indicated in the
applicable prospectus supplement, we may sell the securities through agents from time to time. We generally expect that any agent
will be acting on a “best efforts” basis for the period of its appointment.
If underwriters are
used in any sale of any securities, the securities may be either offered to the public through underwriting syndicates represented
by managing underwriters, or directly by underwriters. Unless otherwise stated in a prospectus supplement, the obligations of the
underwriters to purchase any securities will be conditioned on customary closing conditions, and the underwriters will be obligated
to purchase all of that series of securities, if any are purchased.
Underwriters, dealers,
agents, and remarketing firms may at the time of any offering of securities be entitled under agreements entered into with us to
indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with
respect to payments that the underwriters, dealers, agents, and remarketing firms may be required to make. Underwriters, dealers,
agents, and remarketing agents may be customers of, engage in transactions with, or perform services in the ordinary course of
business for us and/or our affiliates.
Any underwriters to
whom securities covered by this prospectus are sold by us for public offering and sale, if any, may make a market in the securities,
but those underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
LEGAL MATTERS
Schiff Hardin LLP,
Washington, DC, will pass upon the validity of the securities offered by this prospectus for us. Legal matters will be passed upon
for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement.
EXPERTS
The audited financial
statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by
reference in reliance upon the report of Wei, Wei & Co., LLP, independent registered public accountants, upon the authority
of said firms as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution
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The following table
sets forth the estimated costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in
connection with the offering of the securities being registered. All the amounts shown are estimates, except for the registration
fee.
These fees are calculated
based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time. An estimate
of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in
the applicable prospectus supplement.
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SEC registration fee
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$
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12,980
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FINRA filing fee
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$
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|
*
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Printing fees and expenses
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*
|
|
Legal fees and expenses
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|
|
*
|
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Accounting fees and expenses
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|
|
*
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Miscellaneous fees and expenses
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|
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*
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Total
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$
|
12,980
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*
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Estimated expenses are not presently known. The foregoing
sets forth the general categories of expenses that we anticipate we will incur in connection with the offering of securities under
this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities
being offered will be included in the applicable prospectus supplement, information incorporated by reference or related free
writing prospectus.
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Item 15.
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Indemnification of Directors and Officers
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Nevada Law
Section 78.7502 of
the Nevada Revised Statutes provides that a Nevada corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit
or proceeding if he is not liable under Section 78.138 of the Nevada Revised Statutes for breach of his or her fiduciary duties
to the corporation or he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
Section 78.7502 further
provides a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he is not liable under Section 78.138 of the Nevada Revised Statutes for
breach of his or her fiduciary duties to the corporation or he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in connection with
the defense. Further, Nevada law permits a Nevada corporation to purchase and maintain insurance or to make other financial arrangements
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity
as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liability and expenses.
Charter Provisions
Pursuant to our Articles
of Incorporation, as amended and Amended and Restate Bylaws, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to our best interest, provided, however, that (i) we will not indemnify such person against expenses incurred
in connection with an action if he is threatened but does not become a party unless the incurring of such expenses was authorized
by the Board of Directors and (ii) we will not indemnify against any amount paid in settlement unless our Board of Directors has
consented to such settlement. An officer or director is not entitled to indemnification against costs or expenses incurred in connection
with any action, commenced by such person against us or any person who is or was a director, officer, fiduciary, employee or agent
of our company unless and to the extent that the officer or directors is successful on the merits in any such proceeding as to
which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect
to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or directors is judged liable, only by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
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1.1
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Form of Underwriting Agreement .+
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3.1
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Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed on February 13, 2015).
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3.2
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First Amendment to Articles of Incorporation, dated May 27, 2015 (Incorporated herein by reference to Exhibit 3.1(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016).
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3.3
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Certificate of Change, dated November 12, 2015 (Incorporated herein by reference to Exhibit 3.1 of Form 8-K filed on November 19, 2015).
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3.4
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Amended and Restated Bylaws, adopted on August 20, 2015 (Incorporated herein by reference to Exhibit 3.2(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016).
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3.5
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Certificate of Amendment to Articles of Incorporation of Datasea Inc. (Incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on April 20, 2018).
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4.1
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Form of Unsubordinated Indenture*
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4.2
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Form of Subordinated Indenture*
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4.3
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Form of Warrant Certificate +
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4.4
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Form of Warrant Agreement +
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4.5
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Form of Unit Agreement and Certificate +
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5.1
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Opinion of Schiff Hardin LLP*
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23.1
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Consent of Wei, Wei & Co., LLP*
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23.2
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Consent of Schiff Hardin LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (previously included on signature page).
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25.1
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Form T-1 Statement of Eligibility of Trustee under the Unsubordinated Indenture #
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25.2
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Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture #
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As applicable, to be filed by amendment or by a report
filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
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#
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As
applicable, to be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust
Indenture Act.
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(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 of 1933;
(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 percent 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 the registration statement or any
material change to such information in the registration statement;
provided, however,
that paragraphs (1)(i), (1)(ii) and (1)(iii) 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the 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.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the
filed prospectus was deemed part of and included in this Registration Statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ß 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as
part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) (ß 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(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 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
SEC 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 a 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.
(d) The
undersigned registrant hereby undertakes that:
(1) For purposes of
determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective.
(2) For the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
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.
(e) The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the
Commission under section 305(b)(2) of the Trust Indenture Act.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Beijing, China, on June 15, 2020.
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DATASEA, INC.
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By:
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/s/ Zhixin Liu
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Name:
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Zhixin Liu
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Title:
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Chief Executive Officer
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KNOW ALL MEN AND WOMEN
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zhixin Liu, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution 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 any subsequent registration
statements pursuant to Rule 462 of the Securities Act of 1933 and to file 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 and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that each of said attorney-in-fact 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, this registration statement has been signed by the following persons in the capacities and on the
dates indicated:
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Signature
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Title
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Date
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/s/ Zhixin Liu
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Chairman, President and Chief Executive Officer
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June 15, 2020
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Zhixin Liu
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(Principal Executive Officer)
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/s/ Jijin Zhang
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Chief Financial Officer
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June 15, 2020
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Jijin Zhang
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(Principal Financial and Accounting Officer)
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/s/ Fu Liu
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Director
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June 15, 2020
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Fu Liu
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/s/ Tongjun Si
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Independent Director
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June 15, 2020
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Tongjun Si
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/s/ Chun Kwok Wong
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Independent Director
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June 15, 2020
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Chun Kwok Wong
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/s/ Ling Wang
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Independent Director
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June 15, 2020
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Ling Wang
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