As filed with the Securities and Exchange Commission on January 23, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECMOHO
Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3F, 1000 Tianyaoqiao Road
Xuhui District
Shanghai,
200030
The Peoples Republic of China
+86 21 6113 2270
(Address, including zip code, and telephone number, including area code, of the registrants principal executive offices)
2018 Omnibus Incentive Plan
(Full title of the plan)
Corporation
Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036-8401
+1 800 927 9801
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
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Richard Wei
Chief Financial Officer
ECMOHO Limited
3F, 1000
Tianyaoqiao Road
Xuhui District
Shanghai, 200030
The
Peoples Republic of China
+86 21 6113 2270
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Ching-Yang Lin, Esq.
Sullivan & Cromwell LLP
28th Floor
Nine
Queens Road Central
Hong Kong
+852 2826 8688
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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 the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered (1)
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Amount
to be
Registered (2)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value $0.00001 per
share
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3,410,227 (3)
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$1.8825 (3)
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$6,419,752.33
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$833.28
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Class A ordinary shares, par value $0.00001 per
share
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7,976,183 (4)
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$1.8825 (4)
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$15,015,164.50
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$1,948.97
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Total
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11,386,410 (5)
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$21,434,916.83
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$2,782.25
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(1)
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The registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have
been registered under a separate registration statement on Form F-6 (Registration No. 333-234148).
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(2)
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Represents Class A ordinary shares issuable pursuant to awards granted under the 2018 Omnibus Incentive
Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement is deemed to cover an indeterminate number of Class A ordinary shares which may
be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Plan.
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(3)
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Represents Class A ordinary shares represented by restricted share units or other awards granted under the
Plan as of the date of this registration statement. The corresponding proposed maximum offering price per share, which is estimated solely for the purpose of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities
Act, is based on US$7.53 per ADS, the average of the high and low prices for the registrants ADSs as quoted on the Nasdaq Global Market on January 16, 2020.
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(4)
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Represents Class A ordinary shares reserved for future award grants under the Plan. The corresponding
proposed maximum offering price per share, which is estimated solely for the purpose of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$7.53 per ADS, the average of the high and low prices
for the registrants ADSs as quoted on the Nasdaq Global Market on
January 16, 2020.
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(5)
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Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that is
forfeited, cancelled or otherwise expires for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the Plan.
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