Securities Registration: Employee Benefit Plan (s-8)
June 21 2021 - 3:01PM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on June 21, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Qutoutiao 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
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Building No. 8, Shanghai Pudong Software Park
519 Yi De Road, Pudong New Area
Shanghai 200124
People’s Republic of China
+86-21-5889-0398
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Equity Incentive Plan
(Full title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168, United States
+1-212-947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Xiaolu Zhu
Chief Financial Officer
Building No. 8, Shanghai Pudong Software Park
519 Yi De Road, Pudong New Area
Shanghai 200124
People’s Republic of China
+86-21-5889-0398
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Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600
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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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☑
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☑
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered(1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.0001 per share
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5,461,141(3)
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US$7.76(3)
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US$42,378,454.16
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US$4,623.49
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(1)
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These Class A Ordinary Shares, par value US$0.0001 per share (the “Class A Ordinary Shares”) of Qutoutiao Inc. (the “Company” or “Registrant”) may be represented by the Registrant’s American depositary shares (“ADSs”), every four representing one Class A Ordinary Share. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-227181).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional Class A ordinary shares of the Registrant, which may be offered and issued under the Registrant’s Equity Incentive Plan (the “Plan”) to prevent dilution from stock splits, stock dividends or similar transactions.
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(3)
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Represents Class A Ordinary Shares reserved for issuance with respect to future awards under the Plan. The total number of Class A Ordinary Shares which may be issued under the Plan was initially 12,464,141 Class A Ordinary Shares. On March 5, 2019, the Company increased the aggregate number of Class A ordinary shares reserved for issuance pursuant to awards granted under the Plan by 3.5% of the total number of Class A ordinary shares and Class B ordinary shares outstanding as of December 31, 2018. On every January 1 thereafter for four years, the aggregate number of Class A ordinary shares reserved and available for issuance pursuant to awards granted under the Plan shall be increased by 2.0% of the total number of Class A ordinary shares and Class B ordinary shares outstanding on December 31 of the preceding calendar year. An additional Class A Ordinary Shares are being registered on this Registration Statement to cover the additional Class A Ordinary Shares that may be issued under the Plan pursuant to such increases effective on March 5, 2019, January 1, 2020 and January 1, 2021, which were not previously registered under the Registrant’s registration statement on Form S-8 (File No. 333-229673), as filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2019 (the “Original S-8 Registration Statement”). The corresponding proposed maximum offering price per share is estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s ADSs as quoted on the Nasdaq Global Select Market on June 16, 2021 times four, the then Class A Ordinary Share-to-ADS ratio.
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EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 for the purposes of registering an aggregate of 5,461,141 additional Class A Ordinary Shares in the capital of Qutoutiao Inc. (the “Company” or “Registrant”) which are reserved for issuance under the Registrant’s Equity Incentive Plan (the “Plan”). These 5,461,141 additional Class A Ordinary Shares have been added to the Plan effective on March 5, 2019, January 1, 2020 and January 1, 2021. These 5,461,141 additional Class A Ordinary Shares are additional securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-229673) was filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2019 (the “Original S-8 Registration Statement”), and were not previously registered under the Original S-8 Registration Statement.
Previously, an aggregate of 12,464,141 Class A Ordinary Shares in the capital of the Registrant were registered for issuance under the Plan pursuant to the Original S-8 Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of the Original S-8 Registration Statement are incorporated by reference into this Registration Statement, except as otherwise set forth herein.
In accordance with the terms of the Plan, the total number of Class A Ordinary Shares which may be issued under the Plan was initially 12,464,141 Class A Ordinary Shares. On March 5, 2019, the Company increased the aggregate number of Class A ordinary shares reserved for issuance pursuant to awards granted under the Plan by 3.5% of the total number of Class A ordinary shares and Class B ordinary shares outstanding as of December 31, 2018. On every January 1 thereafter for four years, the aggregate number of Class A ordinary shares reserved and available for issuance pursuant to awards granted under the Plan shall be increased by 2.0% of the total number of Class A ordinary shares and Class B ordinary shares outstanding on December 31 of the preceding calendar year.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference herein:
a. The Registrant’s registration statement on Form S-8 (File No. 333-229673) filed with the Commission on February 14, 2019;
b. The Registrant’s annual report on Form 20-F filed with the Commission on March 26, 2021, which includes audited financial statements for the fiscal year ended December 31, 2020; and
c. The description of the Registrant’s Class A Ordinary Shares contained in its Registration Statement on Form 8-A (Registration No. 001-38644) filed with the Commission on September 4, 2018 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of the Registrant’s Class A Ordinary Shares set forth in the Registrant’s Registration Statement on Form F-1 (Registration No. 333-226913), as amended, originally filed with the Commission on August 17, 2018, including any amendments or reports filed for the purpose of updating such description.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 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 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 a document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein 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.
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).
EXHIBIT INDEX
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Shanghai, China on June 21, 2021.
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Qutoutiao Inc.
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By:
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/s/ Eric Siliang Tan
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Name:
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Eric Siliang Tan
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Eric Siliang Tan and Xiaolu Zhu, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each 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, as amended, and all post-effective amendments thereto 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 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 attorneys-in-fact and agents, or any of them, 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 person in the capacity 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/ Eric Siliang Tan
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Chairman and Chief Executive Officer
(principal executive officer)
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June 21, 2021
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Name: Eric Siliang Tan
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/s/ Lei Li
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Vice Chairman
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June 21, 2021
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Name: Lei Li
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/s/ Feng Li
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Director
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June 21, 2021
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Name: Feng Li
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/s/ James Jun Peng
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Director
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June 21, 2021
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Name: James Jun Peng
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/s/ Jianfei Dong
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Director and Co-President
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June 21, 2021
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Name: Jianfei Dong
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/s/ Oliver Yucheng Chen
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Director
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June 21, 2021
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Name: Oliver Yucheng Chen
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/s/ Xiaolu Zhu
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Chief Financial Officer
(principal financial and accounting officer)
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June 21, 2021
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Name: Xiaolu Zhu
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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 Qutoutiao Inc. has signed this registration statement or amendment thereto in New York, New York on June 21, 2021.
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COGENCY GLOBAL INC.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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