UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Delta Technology Holdings Limited
(Exact name of registrant as specified in
its charter)
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British Virgin Islands
(State or other jurisdiction of incorporation
or organization)
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N/A
(I.R.S. Employer
identification No.)
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16
Kaifa Avenue
Danyang, Jiangsu, China 212300
(Address of principal executive offices)
(Zip Code)
Delta Technology Holdings Limited 2016
Equity Incentive Plan
(Full title of the plan)
Gregory Sichenzia,
Esq.
Sichenzia Ross
Ference Kesner LLP
61 Broadway
New York, New
York 10006
Phone: 212-
930-9700
Fax: 212-930-9725
(Name and address of agent for service)
212-930-9700
(Telephone number, including area code,
of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway
New York, New York 10006
Phone: 212- 930-9700
Fax: 212-930-9725
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer
þ
(do not check if a smaller reporting company)
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Smaller reporting company ☐
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities
to be registered
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Amount to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Security
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares
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1,442,827
(2)
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$1.33
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$1,918,990
(3)
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$222.41
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Total
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1,442,827
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$1,918,990
(3)
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$222.41
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(1)
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Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also registered
hereunder such indeterminate number of additional ordinary shares as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
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(2)
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Represents ordinary shares issuable pursuant to the Delta Technology Holdings Limited 2016 Equity
Incentive Plan.
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(3)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act of 1933, as amended, using the average of the high and low price as reported on The NASDAQ Capital Market
on February 3, 2017.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to
two separate prospectuses.
Section 10(a) Prospectus
: Items
1 and 2, from this page, and the documents incorporated by reference pursuant to Part II, Item 3 of this prospectus, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”).
Reoffer Prospectus
: The material
that follows Item 2, up to but not including Part II of this Registration Statement, of which the reoffer prospectus is a part,
constitutes a “reoffer prospectus,” prepared in accordance with the requirements of Part I of Form S-3 under the Securities
Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for reoffers or resales of shares of ordinary shares
which are deemed to be “control securities” or “restricted securities” under the Securities Act that have
been acquired by the selling stockholder named in the reoffer prospectus.
Item 1. Plan
Information.
Delta Technology Holdings Limited will
provide each participant (the “Recipient”) with documents that contain information related to the Delta Technology
Holdings Limited 2016 Equity Incentive Plan, and other information including, but not limited to, the disclosure required by Item
1 of Form S-8, which information is not filed as a part of this Registration Statement on Form S-8. The foregoing information and
the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement taken together constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to each
Recipient who receives ordinary shares covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities
Act.
Item 2. Registrant
Information and Employee Plan Annual Information.
We will provide to each Recipient a written
statement advising it of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement
and of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral
notice by contacting:
Delta Technology
Holdings Limited
16 Kaifa Avenue
Danyang, Jiangsu,
China 212300
Attention: Corporate
Secretary
Telephone: +86
511-8673-3102
Information required by Part I to be
contained in Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities
Act of 1933, and Note to Part I of Form S-8.
REOFFER PROSPECTUS
Delta Technology Holdings Limited
785,000 Ordinary
Shares
This reoffer prospectus
relates to the sale 785,000 ordinary shares that may be offered and resold from time to time by the selling stockholder identified
in this prospectus for its own account. It is anticipated that the selling stockholder will offer ordinary shares for sale at prevailing
prices on The NASDAQ Capital Market on the date of sale. We will receive no part of the proceeds from sales made under this reoffer
prospectus. The selling stockholder will bear all sales commissions and similar expenses. Any other expenses incurred by us in
connection with the registration and offering and not borne by the selling stockholder will be borne by us.
The ordinary shares
have been or will be issued pursuant to awards granted under the Delta Technology Holdings Limited 2016 Equity Incentive Plan.
This reoffer prospectus has been prepared for the purposes of registering the ordinary shares under the Securities Act of 1933,
as amended (the “Securities Act”) to allow for future sales by the selling stockholder on a continuous or delayed basis
to the public without restriction.
The selling stockholder
and any brokers executing selling orders on its behalf may be deemed to be “underwriters” within the meaning of the
Securities Act, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities
Act.
Our ordinary shares are quoted on The NASDAQ
Capital Market under the symbol “DELT”. The last reported sale price of our ordinary shares on The NASDAQ Capital
Market on February 6, 2017, was $1.29 per share.
Investing in our ordinary
shares involves risks. See "Risk Factors" on page 6 of this reoffer prospectus.
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 February
7, 2017.
TABLE OF CONTENTS
NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING
MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED
TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
PROSPECTUS SUMMARY
This summary highlights information contained
elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled “Risk Factors”
before deciding to invest in our ordinary shares. In this prospectus, unless otherwise noted, the “Company,” “we,”
“us,” “our company” and “our” refer to Delta Technology Holdings Limited, formerly CIS Acquisitions
Ltd. (together with its subsidiaries and affiliated entities, except as the context indicates otherwise).
Business Overview
Headquartered in Zhenjiang city, Jiangsu
province, we are a fast-growing fine and specialty chemical manufacturer, primarily engaged in manufacturing and selling of organic
compound including para-chlorotoluene (“PCT”), ortho-chlorotoluene (“OCT”), PCT/OCT downstream products,
unsaturated polyester resin (“UPR”), maleic acid (“MA”) and other by-product chemicals and distributing
fine and specialty chemicals to end application markets including automotive, pharmaceutical, agrochemical, dye & pigments,
aerospace, ceramics, coating-printing, clean energy and food additives.
We collaborate with reputable universities, such as the East
China Normal University in order to secure our position as a market leader. We also closely monitor the market for development,
trends and technological innovations and solicit customer feedback so as to keep abreast with market demands and industrial development.
We have a diversified clientele with more
than 350 customers based either in domestic or overseas market. Approximately 90% of our sales are to domestic customers based
in Jiangsu province, Anhui province, Zhejiang province, Hubei province, Guangdong province and Chongqing Metropolitan, and the
rest of our products are exported via distributors or trading companies to countries outside the PRC which include but not limited
to India, Brazil, Japan, European Union member countries and America.
Corporate Information
Our principal executive offices are located
at 16 Kaifa Avenue, Danyang, Jiangsu, China 212300. Our telephone number is 86-511-8673-3102. Our website address is www.deltath.com.
We have included our website address as an inactive textual reference only. The information contained on, or that can be accessed
through, our website is not a part of this prospectus.
About
This Offering
This
offering relates to the resale by the selling stockholder of up to 785,000 ordinary shares. The selling stockholder has acquired
or will acquire such shares pursuant to grants made pursuant to the Delta Technology Holdings Limited 2016 Equity Incentive Plan.
RISK FACTORS
Investing in our ordinary shares involves
a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors
described in our most recent Annual Report on Form 20-F, as supplemented and updated by subsequent reports that we have filed or
will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs, prospects, assets,
financial condition, results of operations and cash flows could be materially and adversely affected by these risks. For more information
about our SEC filings, please see “Additional Information Available to You”.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated
by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements
be subject to the safe harbors created thereby. All statements, other than statements of historical fact, including statements
regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives
of management, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“should,” “estimate,” “expect,” “intend,” “may,” “plan,”
“project,” “will,” and similar expressions are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words.
We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking
statements we make. We have included important factors in the cautionary statements included and incorporated by reference in this
prospectus that we believe could cause actual results or events to differ materially from the forward-looking statements that we
make. See the section entitled “Risk Factors” herein for more information. You should consider these factors and other
cautionary statements made in this prospectus and in the documents we incorporate by reference as being applicable to all related
forward-looking statements wherever they appear in the prospectus and in the documents incorporated by reference. We do not assume
any obligation to update any forward-looking statements, except as may be required under applicable law.
USE OF PROCEEDS
We will not receive any
proceeds from the sale of ordinary shares offered by the selling stockholder.
SELLING STOCKHOLDER
This prospectus
relates to the offering by the selling stockholder of up to
785,000
ordinary shares. These ordinary
shares have been or will be granted to the selling stockholder under the Company’s 2016 Equity Incentive Plan.
The following table sets forth, based on
information provided to us by the selling stockholder or known to us, the name of the selling stockholder, the nature of any position,
office or other material relationship, if any, which the selling stockholder has had, within the past three years, with us or with
any of our predecessors or affiliates, and the number of ordinary shares beneficially owned by the selling stockholder before this
offering. The number of ordinary shares owned are those beneficially owned, as determined under the rules of the SEC, and
the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any ordinary shares as to which a person has sole or shared voting power or investment power and any ordinary
shares which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion
of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account
or similar arrangement. The selling stockholder is not a broker-dealer or an affiliate of a broker-dealer.
We have assumed all ordinary shares reflected
on the table will be sold from time to time in the offering covered by this prospectus. Because the selling stockholder may
offer all or any portions of the ordinary shares listed in the table below, no estimate can be given as to the amount of those
ordinary shares covered by this prospectus that will be held by the selling stockholder upon the termination of the offering.
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Selling Stockholder
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Number of Ordinary Shares Beneficially Owned Before Offering
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Number of Ordinary Shares Offered
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Number of Ordinary Shares Beneficially Owned After Offering
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Percentage of Shares Beneficially Owned After Offering
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Link Capital Financial Services Ltd.
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785,000
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785,000
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0
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--
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PLAN OF DISTRIBUTION
Timing of Sales
The
selling stockholder may offer and sell the ordinary shares covered by this prospectus at various times. The selling stockholder
will act independently of our company in making decisions with respect to the timing, manner and size of each sale.
To our knowledge, the selling stockholder
has no agreement or understanding, directly or indirectly, with any person to resell the ordinary shares covered by this prospectus.
Offering Price
The sales price offered by the selling
stockholder to the public may be:
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1.
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the market price prevailing at the time of sale;
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2.
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a price related to such prevailing market price; or
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3.
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such other price as the selling stockholder determine from time to time.
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Manner of Sale
The ordinary shares may be sold by means
of one or more of the following methods:
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1.
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a block trade in which the broker-dealer so engaged will attempt to sell the ordinary shares as
agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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2.
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purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant
to this prospectus;
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3.
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ordinary brokerage transactions in which the broker solicits purchasers;
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4.
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through options, swaps or derivatives;
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5.
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in transactions to cover short sales;
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6.
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privately negotiated transactions; or
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7.
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in a combination of any of the above methods.
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The selling stockholder may sell its ordinary
shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell its ordinary shares. Brokers or dealers
engaged by the selling stockholder may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions,
discounts or concessions from the selling stockholder or, if any such broker-dealer acts as agent for the purchaser of ordinary
shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers
may, but is not expected to, exceed that which is customary for the types of transactions involved.
Broker-dealers may agree with a selling
stockholder to sell a specified number of shares of ordinary shares at a stipulated price per common share, and, to the extent
the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares of ordinary
shares at the price required to fulfill the broker-dealer commitment to the selling stockholder.
Broker-dealers who acquire ordinary shares
as principal may thereafter resell the ordinary shares from time to time in transactions, which may involve block transactions
and sales to and through other broker-dealers, including transactions of the nature described above, on The NASDAQ Capital Market
or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price
or in negotiated transactions. In connection with resales of the ordinary shares, broker-dealers may pay to or receive from the
purchasers of shares commissions as described above.
If the selling stockholder enters into
arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration
statement disclosing such arrangements, including the names of any broker-dealers acting as underwriters.
The selling stockholder and any broker-dealers
or agents that participate with the selling stockholder in the sale of the ordinary shares may be deemed to be “underwriters”
within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on
the resale of the ordinary shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act.
Sales Pursuant to Rule 144
Any ordinary shares covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.
Regulation M
The selling stockholder must comply with
the requirements of the Securities Act and the Exchange Act in the offer and sale of the ordinary shares. In particular we will
advise the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of ordinary shares in the market and to the activities of the selling stockholder and its affiliates. Regulation M under the
Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account
in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.
Accordingly, during such times as a selling
stockholder may be deemed to be engaged in a distribution of the ordinary shares, and therefore be considered to be an underwriter,
the selling stockholder must comply with applicable law and, among other things:
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1.
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may not engage in any stabilization activities in connection with our ordinary shares;
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2.
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may not cover short sales by purchasing ordinary shares while the distribution is taking place;
and
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3.
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any
of our securities other than as permitted under the Exchange Act.
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In addition, we will make copies of this
prospectus available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities
Act.
State Securities Laws
Under the securities laws of some states,
the ordinary shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states
the ordinary shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from
registration or qualification is available and is complied with.
Expenses of Registration
We are bearing all costs relating to the
registration of the ordinary shares. The selling stockholder, however, will pay any commissions or other fees payable to brokers
or dealers in connection with any sale of the ordinary shares.
LEGAL MATTERS
The validity of the ordinary shares has
been passed upon by Harneys, British Virgin Islands.
EXPERTS
The consolidated balance
sheets of the Company as of June 30, 2016 and 2015, and the related consolidated statements of operations and comprehensive loss,
changes in owners’ equity and cash flows for the years then ended have been incorporated in reliance on the report of Centurion
ZD CPA Ltd., an independent registered public accounting firm, incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
INCORPORATION
OF CERTAIN DOCUMENTS by Reference
The Securities and Exchange Commission,
or SEC, allows us to incorporate by reference certain of our publicly filed documents into this prospectus, which means that such
information is considered part of this prospectus. Information that we file with the SEC subsequent to the date of this prospectus
will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
filings made with the SEC under all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act until the selling stockholder has sold all of the ordinary shares offered hereby or such shares have been deregistered.
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·
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our Annual Report on Form 20-F for the fiscal year ended June 30, 2016, filed with the SEC on November 15, 2016; and
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·
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the description of our ordinary shares, which is contained in the registration statement on Form 8-A12B filed with the SEC
on June 1, 2015 (File No. 001-35755), including any amendments or reports filed for the purpose of updating that description.
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Disclosure
Of Commission Position On Indemnification
For
Securities Act Liabilities
British Virgin
Islands law does not limit the extent to which a company’s Amended and Restated Memorandum and Articles of Association may
provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin
Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing
a crime. Our Articles of Association provides for indemnification of our officers and directors for any liability incurred in their
capacities as such, except through their own fraud or dishonesty.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Additional
Information Available to You
This prospectus is part of a Registration
Statement on Form S-8 that we filed with the SEC. Certain information in the Registration Statement has been omitted from this
prospectus in accordance with the rules of the SEC. We file annual reports and other information with the SEC. You can inspect
and copy the Registration Statement as well as other information we have filed with the SEC at the public reference room maintained
by the SEC at 100 F Street N.E. Washington, D.C. 20549. You can obtain copies from the public reference room of the SEC at 100
F Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330 for further information
about the public reference room. We are also required to file electronic versions of these documents with the SEC, which may be
accessed through the SEC’s World Wide Web site at http://www.sec.gov. No dealer, salesperson or other person is authorized
to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an
offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer
to buy any securities by any person in any jurisdiction where such offer or solicitation is not authorized or is unlawful. Neither
delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of our company since the date hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by
Reference.
The Company hereby incorporates by reference
into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing of such documents.
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·
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our Annual Report on Form 20-F for the fiscal year ended June 30, 2016, filed with the SEC on November 15, 2016; and
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·
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the description of our ordinary shares, which is contained in the registration statement on Form 8-A12B filed with the SEC
on June 1, 2015 (File No. 001-35755), including any amendments or reports filed for the purpose of updating that description.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
None.
Item 6. Indemnification of Directors
and Officers.
British Virgin Islands law does not limit the extent to which a company’s Amended and Restated Memorandum and Articles of
Association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the
British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences
of committing a crime. Our Articles of Association provides for indemnification of our officers and directors for any liability
incurred in their capacities as such, except through their own fraud or dishonesty.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit Number
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Description
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5.1
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Opinion of Harneys
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10.1
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Delta Technology Holdings Limited 2016 Equity Incentive Plan (incorporated by reference to Form 6-K filed November 1, 2016)
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10.2
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Services Agreement between the Company and Link Capital Financial Services Ltd.
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23.1
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Consent of Centurion ZD CPA Ltd.
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23.2
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Consent of Harneys (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on the signature page)
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Item 9. Undertakings.
(a) The Company
hereby undertakes:
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(1)
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To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act.
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (A) paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S–8 (§239.16b of Regulation S-K), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Company pursuant to section 13 or section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement; and (B) paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the Registration Statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act 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; provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.
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(2)
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That, for the purpose of determining any liability under the Securities Act, 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.
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(3)
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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.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(A) Each
prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) 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) 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 the 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.
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(b)
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The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
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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 Danyang, Jiangsu, China, on February 7, 2017.
Delta
Technology Holdings Limited
By: /s/
Xin Chao
Xin Chao
Its: Chief
Executive Officer
(Principal Executive Officer)
By: /s/
Hongming Dong
Hongming Dong
Its: Chief
Financial Officer
(Principal Financial and Accounting Officer)
Each
person whose signature appears below constitutes and appoints Xin Chao and Hongming Dong as his true and lawful attorney in fact
and agent, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities,
to sign any or all amendments (including post effective amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, each acting alone, 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 said attorney-in-fact and agent, each acting alone, or his or her 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 below by the following persons in the capacities and
on the dates indicated.
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/s/ Xin Chao
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February 7, 2017
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Xin Chao
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Chief Executive Officer and Chairman (principal executive officer)
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/s/ Hongming Dong
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February 7, 2017
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Hongming Dong
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Chief Financial Officer (principal financial and accounting officer)
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/s/ Borys Priadko
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February 7, 2017
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Borys Priadko
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Director
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/s/ Richard Liu
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February 7, 2017
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Richard Liu
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Director
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/s/ Changguang Wu
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February 7, 2017
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Changguang Wu
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Director
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/s/ Anatoly Danilitskiy
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February 7, 2017
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Anatoly Danilitskiy
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Director
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