As filed with the
Securities and Exchange Commission on March 5, 2022
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ECO INNOVATION GROUP, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
85-0842591 |
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( State or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.) |
________________________
16525 Sherman Way, Suite C-1
Van Nuys, CA 91406
(800) 922-4356
(Address, including zip code, and telephone number, including
area
code, of registrant’s principal executive offices)
________________________
Eco Innovation Group, Inc.
2022 Stock Incentive and Equity Compensation Plan
(Full title of plan)
________________________
Julia Otey-Raudes
16525 Sherman Way, Suite C-1
Van Nuys, CA 91406
(800) 922-4356
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________
Copy to:
Independent Law PLLC
Alan T. Hawkins, Esq.
2106 NW 4th Pl
Gainesville, FL 32603
(352) 353-4048
________________________
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. (Check one):
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Large accelerated filer |
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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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☒ |
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 ☐
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. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I will be
delivered to participants of the Eco Innovation Group, Inc. 2022
Stock Incentive and Equity Compensation Plan as specified by Rule
428 under the Securities Act of 1933, as amended (the “Securities
Act”). In accordance with the rules and regulations of the
Securities and Exchange Commission (the “Commission”) and the
instructions to Form S-8, such documents are not being filed with
the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Part
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference. |
The following documents, previously filed by the Company with the
Commission, are incorporated herein by reference:
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(c) |
The
description of the Company’s Common Stock contained in the
Company’s Registration Statement on Form 8-A filed with the
Commission on April 27, 2022, pursuant to Section 12 of the
Exchange Act, including any amendment or report filed with the
Commission for the purpose of updating such
description. |
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, are deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective
dates of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as
“Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
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Item 4. |
Description of Securities. |
Not applicable.
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Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
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Item
6. |
Indemnification of
Directors and Officers. |
Nevada Revised Statutes
Sections 78.7502 and 78.751 provide us with the power to indemnify
any of our directors and officers. The director or officer must
have conducted himself/herself in good faith and reasonably believe
that his/her conduct was in, or not opposed to, our best interests.
In a criminal action, the director, officer, employee or agent must
not have had reasonable cause to believe his/her conduct was
unlawful.
Under Revised Statutes Section 78.751, advances for expenses may be
made by agreement if the director or officer affirms in writing
that he/she believes he/she has met the standards and will
personally repay the expenses if it is determined such officer or
director did not meet the standards.
Our amended and restated articles of
incorporation provide that our officers and directors
shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada against
all expenses, liability and loss (including attorneys’ fees,
judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by them in connection with any
civil, criminal, administrative or investigative action, suit or
proceeding related to their service as an officer or director. Such
right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. We must pay the
expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding as they are incurred and in
advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by us. Such right of indemnification shall not be
exclusive of any other right which such directors or officers may
have or hereafter acquire.
Our amended and restated articles of incorporation provide that we
may adopt bylaws to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may purchase and maintain insurance on behalf of any of officers
and directors. The indemnification provided in our amended and
restated articles of incorporation shall continue as to a person
who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the heirs, executors and
administrators of such person.
Our amended and restated bylaws provide that a director or officer
shall have no personal liability to us or our stockholders for
damages for breach of fiduciary duty as a director or officer,
except for damages for breach of fiduciary duty resulting from (a)
acts or omissions which involve intentional misconduct, fraud, or a
knowing violation of law, or (b) the payment of dividends in
violation of Nevada Revised Statutes Section 78.3900.
The foregoing is only a general summary of certain aspects of
Nevada law, the Registrant’s amended and restated articles of
incorporation and amended and restated bylaws, and the insurance
dealing with indemnification of directors and officers, and does
not purport to be complete. It is qualified in its entirety by
reference to the detailed provisions of Nevada law, the
Registrant’s amended and restated articles of incorporation and
amended and restated bylaws, and the insurance policies.
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Item 7. |
Exemption from Registration Claimed. |
Not applicable.
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Exhibit No. |
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Description |
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3.1 |
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Articles of Incorporation
(incorporated by reference from our Registration Statement on Form
S-1 filed on September 17, 2020) |
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3.2 |
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Certificate of Amendment to Articles
of Incorporation (incorporated by reference from our
Registration Statement on Form S-1 filed on September 17,
2020) |
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3.3 |
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Certificate of Amendment to Articles
of Incorporation (incorporated by reference from our
Registration Statement on Form S-1 filed on September 17,
2020) |
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3.4 |
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Bylaws (incorporated by reference
from our Registration Statement on Form S-1 filed on September
17, 2020). |
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3.5 |
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Second Amended and Restated Articles
of Incorporation of Eco Innovation Group, Inc., as filed with the
Secretary of State of the State of Nevada on December 20, 2021.
(incorporated by reference from our current report on Form 8-K
filed on December 21, 2021) |
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3.6 |
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Third Amended and Restated Articles
of Incorporation of Eco Innovation Group, Inc., as filed with the
Secretary of State of the State of Nevada on April 1, 2022.
(incorporated by reference from our current report on Form 8-K
filed on April 4, 2022) |
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3.7 |
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Certificate of Designation of Series
C Convertible Preferred Stock (incorporated by reference to our
Current Report on Form 8-K filed on July 23, 2021) |
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(a) |
The undersigned registrant hereby
undertakes: |
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(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement: |
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
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 20% change
in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
registration statement.
(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
(a)(1)(i) and (a)(1)(ii) of this section 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
Section 15(d) of the Exchange Act that are incorporated by
reference in 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.
(b)
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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 Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Van
Nuys, California, on May 5, 2022.
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Eco
Innovation Group, Inc. |
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By: |
/s/ Julia
Otey-Raudes |
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Julia
Otey-Raudes |
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Chief
Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Julia Otey-Raudes as his or
her true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, 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 connection therewith, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, 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/ Julia
Otey-Raudes |
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Chief Executive Officer and Director
(Principal Executive Officer)
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May
5, 2022 |
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Julia
Otey-Raudes |
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/s/
Julia Otey-Raudes |
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Chief Financial Officer
(Principal Financial and Accounting officer)
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May
5, 2022 |
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Julia
Otey-Raudes |
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