As filed with the Securities and Exchange Commission on January 9
,
2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CooTek (Cayman) Inc.
(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
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Building 7, No. 2007 Hongmei Road, Xuhui District
Shanghai 201103
People’s Republic of China
+86-21-6485-6352
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2012 Stock Incentive Plan
2018 Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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 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
o
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Accelerated filer
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o
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Non-accelerated filer
o
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Smaller reporting company
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x
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Emerging growth company
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x
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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.
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Copies to:
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Jean Liqin Zhang
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Z. Julie Gao, Esq.
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Haiping Li, Esq.
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Chief Financial Officer
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Skadden, Arps, Slate, Meagher & Flom LLP
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Skadden, Arps, Slate, Meagher & Flom LLP
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CooTek (Cayman) Inc.
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c/o 42/F, Edinburgh Tower, The Landmark
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JingAn Kerry Centre, Tower II
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Building 7, No. 2007 Hongmei Road,
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15 Queen’s Road Central
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46th Floor
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Xuhui District
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Hong Kong
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1539 Nanjing West Road
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Shanghai 201103
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+852 3740-4700
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Shanghai, People’s Republic of China
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The People’s Republic of China
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+86 21-6193-8200
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+86-21-6485-6352
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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
(1)
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169,972,936
(3)
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US$0.05
(3)
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US$8,498,646.80
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US$1,030.04
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Class A Ordinary Shares, par value $0.00001 per share
(1)
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14,570,000
(4)
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US$0.16
(4)
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US$2,331,200.00
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US$282.54
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Class A Ordinary Shares, par value $0.00001 per share
(1)
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17,948,333
(5)
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US$0.16
(5)
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US$2,871,733.28
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US$348.05
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Class A Ordinary Shares, par value $0.00001 per share
(1)
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214,790,250
(6)
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US$0.16
(6)
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US$34,366,440.00
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US$4,165.21
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Total
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417,281,519
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—
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US$48,068,020.08
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US$5,825.84
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(1)
These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents 50 Class A ordinary shares. The Registrants’ ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-227412).
(2)
Represents ordinary shares issuable upon exercise of options and restricted share units and pursuant to other awards granted under the 2012 Stock Incentive Plan (the “2012 Plan”) and 2018 Share Incentive Plan (the “2018 Plan”, and together with the 2012 Plan, the “Plans”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plans. Any ordinary shares covered by an award granted under the Plans (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plans.
(3)
The amount to be registered represents Class A ordinary shares issuable upon the exercise of outstanding options granted under the 2012 Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.
(4)
The amount to be registered represents outstanding restricted share units granted under the 2012 Plan. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on January 3, 2019.
(5)
The amount to be registered represents outstanding restricted share units granted under the 2018 Plan. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on January 3, 2019.
(6)
These ordinary shares are reserved for future award grants under the Plans, as well as the estimated number of Class A ordinary shares that has been or will be automatically added to the 2018 Plan, effective on January 1, 2019 and January 1, 2020, pursuant to an “evergreen” provision in the 2018 Plan, and the proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on January 3, 2019.
Item 6.
Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s currently effective amended and restated articles of association, adopted by its shareholders on August 8, 2018, provide that the Registrant shall indemnify its directors and officers against actions, proceedings, costs, charges, losses, damages and expenses incurred by such persons in their capacity as such, except through fraud or dishonesty.
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-226867), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7.
Exemption From Registration Claimed
Not applicable.
Item 8.
Exhibits
See the Index to Exhibits attached hereto.
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 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; 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 that information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 this Registration Statement;
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(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 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Karl Kan Zhang, Susan Qiaoling Li and Michael Jialiang Wang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact 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 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/ Karl Kan Zhang
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Chairman of the Board of Directors and Chief Architect (Principal
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January 9
, 2019
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Karl Kan Zhang
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Executive Officer)
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/s/ Susan Qiaoling Li
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January 9
, 2019
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Susan Qiaoling Li
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Director and President
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/s/ Michael Jialiang Wang
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January 9
, 2019
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Michael Jialiang Wang
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Director and Chief Executive Officer
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/s/ Jim Jian Wang
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January 9
, 2019
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Jim Jian Wang
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Director and Chief Technology Officer
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/s/ Duane Ziping Kuang
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January 9
, 2019
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Duane Ziping Kuang
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Director
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/s/ Glen Qian Sun
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January 9
, 2019
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Glen Qian Sun
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Director
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/s/ Haibing Wu
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January 9
, 2019
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Haibing Wu
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Director
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/s/ Jue Yao
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January 9
, 2019
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Jue Yao
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Director
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/s/ Jean Liqin Zhang
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Chief Financial Officer (Principal Financial and Accounting
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January 9
, 2019
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Jean Liqin Zhang
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Officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of CooTek (Cayman) Inc., has signed this registration statement in Newark, Delaware, United States of America on January 9, 2019.
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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