As filed with the Securities and Exchange Commission on
April 17, 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
LUOKUNG TECHNOLOGY
CORP.
(Exact name of registrant as specified in its charter)
British Virgin
Islands |
|
Not Applicable |
(State
or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
B9-8, Block B, SOHO Phase II, No 9, Guanghua Road
Chaoyang District
Beijing
People’s Republic of China, 100020 (86) 10-85866721
(Address of Principal Executive Offices)
Luokung Technology Corp. 2018 Omnibus Equity Plan
(Full title of the plan)
Worldwide Stock Transfer LLC
One University Plaza, Suite 505
Hackensack, New Jersey 07601
(201) 820-2008
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
William N. Haddad
Venable LLP
1270 Avenue of the Americas
New York, NY 10020
(212) 307-5500
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and "emerging
growth company" in Rule 12b-2 of the Exchange Act:
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☐ |
|
Emerging
growth company ☐ |
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered |
|
Amount to be registered(1) |
|
Proposed maximum offering
price per share(2) |
|
|
Proposed maximum aggregate offering
price(2) |
|
|
Amount of registration fee |
|
Ordinary Shares, $0.01 par value per share, issuable under the
Luokung Technology Corp. Omnibus 2018 Equity Plan |
|
19,931,756 ordinary shares |
|
$ |
0.5795 |
|
|
$ |
11,550,453 |
|
|
$ |
1,500 |
|
Total
Registration Fee |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,500 |
|
|
(1) |
This
Registration Statement covers 19,931,756 ordinary shares, par value
$0.01 per share (the “Ordinary Shares”) of Luokung Technology Corp.
(the “Company”), being newly registered hereunder and issuable
pursuant to the Luokung Technology Corp. Omnibus 2018 Equity Plan
(the “Plan”). This Registration Statement also covers an
indeterminate number of additional ordinary shares that may be
offered or sold under the Plan by reason of any substitutions or
adjustments to ordinary shares to account for any change in
capitalization, including any share dividend, share split, reverse
share split, split up, spin-off, recapitalization, or other
distribution of shares or property of the Company, combination or
exchange of ordinary shares, dividend in kind, or other like change
in capital structure. |
|
(2) |
Pursuant to Rule 457(h) of the Securities Act,
the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated solely for the
purpose of calculating the amount of the registration fee. The
offering price per share and aggregate offering price are based
upon the average of the high and low prices for the Ordinary Shares
of the Company as reported on The NASDAQ Capital Market on April
13, 2020 ($0.5795), in accordance with Rule 457(c) of the
Securities Act. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents to be
sent or given to participants in the Plan pursuant to Rule
428(b)(1) 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 a part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into
this Registration Statement:
|
● |
the
Company's Annual Report on
Form 20-F for the fiscal year ended December 31, 2018,
filed with the Commission on April 24, 2019; and |
|
● |
the
description of the Company’s Ordinary Shares, $0.01 par value per
share, contained in our Registration Statement on
Form 8-A, filed on May 7, 2010, pursuant to Section 12(b) of the Exchange Act,
as amended. |
In addition, all documents that the Company files pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the filing 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, 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.
Any statement contained in the documents incorporated or deemed to
be incorporated by reference in this Registration Statement shall
be deemed to be modified, superseded or replaced for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference in
this Registration Statement modifies, supersedes or replaces such
statement. Any such statement so modified, superseded or replaced
shall not be deemed, except as so modified, superseded or replaced,
to constitute a part of this Registration Statement. Unless
expressly incorporated by reference into this Registration
Statement, a report (or portion thereof) “furnished” under Item
2.02 or 7.01 of Form 8-K and not deemed filed under such provisions
shall not be incorporated by reference into this Registration
Statement.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
British Virgin Islands law does not limit the extent to which a
company’s 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. Under the memorandum and articles of association
of the Registrant, the Registrant may indemnify its directors,
officers and liquidators against all expenses, including legal
fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings to which they are party
or are threatened to be made a party by reason of their acting as
our director, officer or liquidator. To be entitled to
indemnification, these persons must have acted honestly and in good
faith with a view to the best interest of the Registrant and, in
the case of criminal proceedings, they must have had no reasonable
cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed
in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as
a part of, or incorporated by reference into, this Registration
Statement (See Exhibit Index below).
Item 9. Undertakings.
(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;
(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 this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration
Statement.
(2) 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.
(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 Company's annual report pursuant to Section 13(a) or Section
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.
(h) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 New
York, New York, on April 17, 2020.
|
LUOKUNG TECHNOLOGY
CORP. |
|
|
|
By: |
/s/ Xuesong Song |
|
Xuesong
Song |
|
Chief Executive
Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Xuesong Song and Jie Yu, and
each of them, his or her true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, with full power
to act alone, to sign on his behalf and in the capacity set forth
below, any and all amendments and post-effective amendments and
supplements to this Registration Statement on Form S-8 and to file
each such amendment and post-effective amendment and supplements to
this Registration Statement, with all exhibits thereto, and any and
all other documents in connection therewith, with the Securities
and Exchange Commission, hereby granting unto said attorney-in-fact
and agent full power and authority to do and perform any and all
acts and things requisite and necessary or appropriate to be done
in and about the premises as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.
*****
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities indicated on April 17,
2020.
Signature |
|
Title |
|
|
|
|
|
/s/ Xuesong Song |
|
|
|
Xuesong Song |
|
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
/s/ Jie Yu |
|
|
|
Jie
Yu |
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting
Officer) |
|
|
|
|
|
/s/ Dennis Galgano |
|
|
|
Dennis Galgano |
|
Director |
|
|
|
|
|
/s/ Kegang Peng |
|
|
|
Kegang Peng |
|
Director |
|
|
|
|
|
/s/ Zhihao Xu |
|
|
|
Zhihao Xu |
|
Director |
|
|
|
|
|
/s/ David Wei Tang |
|
|
|
David
Wei Tang |
|
Director |
|
|
|
|
|
/s/ Jin Meng Bryan Yap |
|
|
|
Jin Meng Bryan Yap |
|
Director |
|
INDEX TO EXHIBITS
II-5
Luokung Technology (NASDAQ:LKCO)
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Luokung Technology (NASDAQ:LKCO)
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