As filed with the Securities and Exchange Commission on May 2,
2016
Registration No. 333-205042
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
YOU ON DEMAND HOLDINGS,
INC.
(Exact name of registrant as specified in its
charter)
Nevada
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20-1778374
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification
Number)
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organization)
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375 Greenwich Street, Suite 516, New York, New York
10013
212-206-1216
(Address, including zip code, and telephone number,
including area code
of registrants principal executive offices)
Copies of Correspondence to:
Mingcheng Tao
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William N. Haddad
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Chief Executive Officer
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Cooley LLP
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YOU On Demand Holdings, Inc.
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1114 Avenue of the Americas
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Suite 2603, Tower A, Office Park
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New York, New York 10036
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No. 10, Jintong West Road, Chaoyang District
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(212) 479-6000
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Beijing, China 100020
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(86 10) 8590 - 6578
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(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
A proximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement becomes
effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment for an offering
pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [ ]
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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CALCULATION OF REGISTRATION FEE
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
Unit
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration
Fee
(3)
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Common Stock, $0.001 par value
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4,921,054
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$2.37
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$11,662,897.98
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$1,174.45
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Common Stock, $0.001 par value, issuable upon conversion of
Series A Preferred Stock
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933,333
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$2.37
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$2,211,999.21
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$222.75
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Common Stock, $0.001 par value, issuable upon conversion of
Series E Preferred Stock
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6,857,140
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$2.37
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$16,251,421.8
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$1,636.52
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Common Stock, $0.001 par value, issuable upon conversion of
Series E Preferred Stock issuable upon conversion of a promissory note
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1,991,202
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$2.37
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$4,719,148.74
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$475.22
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Common Stock, $0.001 par value, issuable upon exercise of
warrants to purchase shares of Common Stock
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162,500
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$2.37
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$385,125
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$38.78
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Common Stock, $0.001 par value, issuable upon exercise of
options to purchase shares of Common Stock
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1,099,999
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$2.37
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$2,606,997.63
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$262.52
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Total:
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15,965,228
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$2.37
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$37,837,590.36
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$3,810.26
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(1)
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All shares are being registered on this registration statement for
resale by the selling stockholders named in this prospectus. Pursuant to
Rule 416(a) of the Securities Act of 1933, this registration statement
also registers such additional shares of the registrants Common Stock as
may become issuable to prevent dilution as a result of stock splits, stock
dividends or similar transactions with respect to the shares of Common
Stock being registered hereunder.
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(2)
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Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low price for the
Companys Common Stock on The NASDAQ Capital Market on June 12, 2015.
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(3)
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Registration fees were previously paid in connection with the initial
filing of this registration statement.
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The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
The information in this prospectus is not
complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
PROSPECTUS
Subject to completion, dated May 2, 2016
15,965,228 Shares of Common Stock
YOU ON DEMAND HOLDINGS, INC.
This prospectus relates to 15,965,228 shares of Common Stock of
YOU On Demand Holdings, Inc. that may be sold from time to time by the selling
stockholders named in this prospectus, which include:
4,921,054 shares of Common Stock;
933,333 shares of Common Stock issuable to the selling
stockholders upon the conversion of shares of Series A Preferred Stock, $0.001
par value per share (the Series A Preferred Stock);
6,857,140 shares of Common Stock issuable to the selling
stockholders upon the conversion of shares of Series E Preferred Stock, $0.001
par value per share (the Series E Preferred Stock);
1,991,202 shares of Common Stock, issuable to the selling
stockholders upon the conversion of shares of Series E Preferred Stock, $0.001
par value per share, issuable upon conversion of promissory notes;
162,500 shares of Common Stock issuable to the selling
stockholders upon the exercise of the warrants to purchase Common Stock, the
exercise price of which is $1.50 (the Warrants); and
1,099,999 shares of Common Stock issuable to the selling
stockholders upon the exercise of options to purchase Common Stock,
We will not receive any of the proceeds from the sale of shares
of our Common Stock by the selling stockholders.
The shares of our Common Stock may be offered through public or
private transactions at market prices prevailing at the time of sale, at a fixed
price or fixed prices, at negotiated prices, at various prices determined at the
time of sale or at prices related to prevailing market prices. In addition,
shares of our Common Stock may be offered from time to time through ordinary
brokerage transactions on the NASDAQ Capital Market. The timing
and amount of any sale are within the sole discretion of the selling
stockholders, subject to certain restrictions. See Plan of Distribution.
Our Common Stock is listed on the NASDAQ Capital Market under
the symbol YOD. On April 29, 2016, the closing sale price of our Common Stock
as reported on the NASDAQ Capital Market was $1.51.
Investing in our Common Stock involves a high degree of risk.
See Risk Factors beginning on page 2 of this prospectus and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 to read about
risk factors you should consider before buying shares of our Common Stock.
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 ,
2016
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this
prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. For further information, please see the
section of this prospectus entitled Where You Can Obtain Additional
Information. The selling stockholders are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information appearing in this
prospectus, any prospectus supplement or any other offering material is accurate
as of any date other than the date on the front cover of this prospectus,
regardless of the time of delivery of this prospectus or any sale of a security.
Our business, financial condition, results of operations, and prospects may have
changed since those dates.
We obtained statistical data, market data, and other industry
data and forecasts used throughout this prospectus and in the documents
incorporated herein by reference from market research, publicly available
information, and industry publications. Industry publications generally state
that they obtain their information from sources that they believe to be
reliable, but they do not guarantee the accuracy and completeness of the
information. Similarly, while we believe that the statistical data, industry
data, and forecasts and market research are reliable, we have not independently
verified the data, and we do not make any representation as to the accuracy of
the information. We have not sought the consent of the sources to refer to their
reports appearing in this prospectus.
USE OF TERMS
Except as otherwise indicated by the context, all references in
this prospectus to (i) YOU On Demand, we, us, our, our Company, or
the Company are to YOU On Demand Holdings, Inc., a Nevada corporation, and its
consolidated subsidiaries and variable interest entities, or VIEs; (ii)
Securities Act are to the Securities Act of 1933, as amended; and (iii)
Exchange Act means the Securities Exchange Act of 1934, as amended.
YOU ON DEMAND HOLDINGS, INC.
Our Business
YOU On Demand is a premium content Video On Demand (VOD)
service provider with primary operations in the Peoples Republic of China (the
PRC). YOU On Demand Holdings, Inc. was incorporated in the State of Nevada on
October 19, 2004.
YOU On Demand, through its subsidiaries and variable interest
entities, provides premium content and integrated value-added service solutions
for the delivery of VOD and paid programming to digital cable providers,
Internet Protocol Television (IPTV) providers, Over-the-Top (OTT) streaming
providers, mobile manufacturers and operators, as well as direct customers. By
leveraging and optimizing our existing operations, we have positioned ourselves
to evolve into a mobile-driven, new media platform for both enterprises and
consumers.
We launched our VOD service through acquisition of YOU On
Demand (Asia) Limited (YOD HK), formerly Sinotop Group Limited, in July 2010.
Through a series of contractual arrangements, YOU On Demand (Beijing) Technology
Co., Ltd (YOD WFOE), the subsidiary of YOD Hong Kong, controls, Beijing Sino
Top Scope Technology Co., Ltd. (Sinotop Beijing), a corporation established in
the PRC. Sinotop Beijing is the 80% owner of Zhong Hai Shi Xun Information
Technology Co., Ltd. (Zhong Hai Video), the entity through which we provide:
1) integrated value-added business-to-business (B2B) service solutions for the
delivery of VOD and enhanced premium content for digital cable; 2) integrated
value-added business-to-business-to-customer (B2B2C) service solution for the
delivery of VOD and enhanced premium content for IPTV and OTT providers and; 3)
a direct to user, or B2C, mobile video service app.
On April 5, 2016, YOD WFOE entered into variable interest
entity agreements with Tianjin Sevenstarsflix Network Technology Limited
(SSFlix), a newly-formed PRC company, and its legal shareholders (the SSFlix
VIE Agreements). SSFlix will offer a branded pay content service delivered to
consumers ubiquitously through all its platform partners, will track and share
consumer payments and other behavior data, will operate a customer management
and databased service and will develop mobile social TV-based customer
management portals.
The following chart illustrates our current corporate
structure:
Note:
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Bing Wu, holder of 95% equity ownership in Sinotop
Beijing and a party to certain VIE arrangements between YOD WFOE and
Sinotop Beijing, is the brother of Bruno Zheng Wu, our Chairman.
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Yun Zhu, holder of 5% equity ownership in Sinotop Beijing
and a party to certain VIE arrangements between YOD WFOE and Sinotop
Beijing, and 1% equity ownership in SSFlix and a party to certain VIE
arrangements between YOD WFOE and SSFlix, is the Vice President of the
Company.
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Lan Yang, holder of 99% equity ownership in SSFlix and a
party to certain VIE arrangements between YOD WFOE and SSFlix, is the wife
of Bruno Zheng Wu, our Chairman.
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1.
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Sinotop Beijing VIE Agreements, including with Bing Wu and Yun Zhu,
the nominee shareholders of Sinotop Beijing.
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(1)
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Management Services Agreement between Sinotop Beijing and YOD Hong
Kong, dated as of March 9, 2010.
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(2)
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Call Option Agreement among YOD WFOE, Sinotop Beijing, Bing Wu and Yun
Zhu, dated as of January 25, 2016.
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(3)
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Equity Pledge Agreement among YOD WFOE, Sinotop Beijing, Bing Wu and
Yun Zhu, dated as of January 25, 2016.
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(4)
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Power of Attorney agreements among YOD WFOE, Sinotop Beijing and Bing
Wu and YOD WFOE, Sinotop Beijing and Yun Zhu, both dated as of January 25,
2016.
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(5)
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Technical Services Agreement among YOD WFOE and Sinotop Beijing, dated
as of January 25, 2016.
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2.
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Cooperation Agreement, by and among, Sinotop Beijing, Hua Cheng Hu
Dong (Beijing) Film and Television Communication Co., Ltd. (Hua Cheng)
and Zhong Hai Video, dated September 30, 2010. The controlling party of
Hua Cheng is Hua Cheng Film and Television Digital Programs Co. Ltd. (Hua
Cheng Digital). Hua Cheng Digital is not related to us or our principles.
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3.
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SSFlix VIE Agreements, including with Bing Wu and Yun Zhu, the nominee
shareholders of Sinotop Beijing.
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(1)
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Management Services Agreement between SSFlix and YOD Hong Kong, dated
as of April 6, 2016.
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(2)
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Call Option Agreement among YOD WFOE, SSFlix, Lan Yang and Yun Zhu,
dated as of April 5, 2016.
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(3)
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Equity Pledge Agreement among YOD WFOE, SSFlix, Lan Yang and Yun Zhu,
dated as of April 5, 2016.
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(4)
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Power of Attorney agreements among YOD WFOE, SSFlix and Lan Yang and
YOD WFOE, SSFlix and Yun Zhu, both dated as of April 5, 2016.
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(5)
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Technical Services Agreement among YOD WFOE and SSFlix, dated as of
April 5, 2016.
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VIE Structure and Arrangements
On July 30, 2010, we acquired YOD Hong Kong through China
Broadband, Ltd. (CB Cayman), a Cayman Islands company. Through a series of
contractual arrangements, we control Sinotop Beijing. Sinotop Beijing, a
corporation established in the PRC, is the 80% owner of Zhong Hai Video, which
was established to provide integrated value-added service solutions for the
delivery of VOD, PPV and enhanced premium content for digital cable, IPTV and
OTT providers, mobile manufacturers and operators, as well as direct
customers.
In March 2010, YOD Hong Kong entered into a management services
agreement with Sinotop Beijing pursuant to which Sinotop Beijing pays consulting
and service fees, equal to 100% of net profits of Sinotop Beijing, to YOD Hong
Kong for various management, technical, consulting and other services in
connection with its business. Payment of the fees under the management services
agreement is secured through an equity pledge agreement, dated June 4, 2012, by
and among Sinotop Beijing, YOD WFOE and the sole shareholder of Sinotop Beijing,
pursuant to which the sole shareholder of Sinotop Beijing pledged all equity
interests in Sinotop Beijing to YOD WFOE. In addition, on June 4, 2012, YOD WFOE
entered into a voting rights proxy agreement with Sinotop Beijing and the sole
shareholder of Sinotop Beijing, whereby YOD WFOE was entrusted with all of the
voting rights of the sole shareholder of Sinotop Beijing. Through these
contractual arrangements, we acquired control over and rights to 100% of the
economic benefit of Sinotop Beijing. Accordingly, Sinotop Beijing is considered
a VIE and, therefore, is consolidated in our financial statements.
On January 22, 2016, the Company entered into a Termination
Agreement with Sinotop Beijing and Zhang Yan to terminate certain contractual
arrangements, including the Call Option Agreement, dated March 9, 2010, among
YOD HK, Sinotop Beijing and Zhang Yan, the sole shareholder of Sinotop Beijing,
the Termination, Assignment and Assumption Agreement among YOD HK, YOD WFOE,
Sinotop Beijing and Zhang Yan dated June 4, 2012, Voting Rights Proxy Agreement
among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012, Equity
Pledge Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated
June 4, 2012 and Power of Attorney Agreement among YOD HK, YOD WFOE, Sinotop
Beijing and Zhang Yan dated June 4, 2012. On January 25, 2016, Zhang Yan entered
into an Equity Transfer Agreement with Bing Wu and Yun Zhu, whereby Zhang Yan
transferred 100% of her equity ownership in Sinotop Beijing to Bing Wu and Yun
Zhu. The equity transfer application was accepted by the State Administration of
Industry and Commerce (SAIC) on March 30, 2016 and became effective upon
acceptance. Upon the conclusion of the transfer arrangement, Bing Wu and Yun Zhu
will hold 95% and 5%, respectively, of equity ownership in Sinotop Beijing.
On the same day, the Company entered new contractual
arrangements with Bing Wu and Yun Zhu (collectively, the New Sinotop VIE
Agreements), also effective on March 30, 2016 when the above mentioned transfer
arrangements were approved by the SAIC.
Although the New Sinotop VIE Agreements resulted in a change to
the legal shareholders of Sinotop Beijing, it does not change YOD WFOEs ability
to control Sinotop Beijing or YOD WFOEs rights to the economic benefits of
Sinotop Beijing. YOD WFOE was the primary beneficiary of Sinotop Beijing prior
to the signing of the New Sinotop VIE Agreements and remained as the primary
beneficiary of Sinotop Beijing after the signing of the New Sinotop VIE
Agreements.
In April 2016, YOD Hong Kong entered into a management services
agreement with SSFlix pursuant to which SSFlix pays consulting and service fees,
equal to 100% of net profits of SSFlix, to YOD Hong Kong for various management,
technical, consulting and other services in connection with its business. SSFlix
also entered into a technical services agreement with YOD WFOE for certain
technical and support services. Payment of the fees under the technical services
agreement is secured through an equity pledge agreement, dated April 5, 2016, by
and among SSFlix, YOD WFOE and the shareholders of SSFlix, pursuant to which the
shareholders of SSFlix pledged all equity interests in SSFlix to YOD WFOE. In
addition, on April 5, 2016, YOD WFOE entered into a voting rights proxy
agreement with SSFlix and the shareholders of SSFlix, whereby YOD WFOE was
entrusted with all of the voting rights of the shareholders of SSFlix.
Our Corporate History
YOU On Demand Holdings, Inc., our parent holding company, was
formed in the State of Nevada on October 19, 2004, pursuant to a reorganization
of a California entity formed in 1988. Prior to January 2007, we were a blank
check shell company.
On January 23, 2007, we acquired CB Cayman, which at the time
was a party to the cooperation agreement with our PRC-based
wholly-foreign-owned-entity, in a reverse acquisition transaction.
On July 30, 2010, we acquired YOD Hong Kong, formerly Sinotop
Group Limited, through our subsidiary CB Cayman. Through a series of contractual
arrangements, YOD Hong Kong and its subsidiary, YOD WFOE, controls Sinotop
Beijing. Sinotop Beijing is the 80% owner of Zhong Hai Video. As a result of the
contractual arrangements with Sinotop Beijing, we have the right to control
management decisions and direct the economic activities that most significantly
impact Sinotop Beijing and Zhong Hai Video, and, accordingly, under generally
accepted accounting principles in the United States, we consolidate these
operating entities in our consolidated financial statements.
On April 5, 2016, YOD WFOE, entered into the SSFlix VIE
Agreements with SSFlix and its legal shareholders in order to comply with PRC
regulatory requirements. SFlix will offer a branded pay content service
delivered to consumers ubiquitously through all its platform partners, will
track and share consumer payments and other behavior data, will operate a
customer management and data-based service and will develop mobile social
TV-based customer management portals.
Our Unconsolidated Equity Investment
We hold 30% ownership interest in Shandong Lushi Media Co.,
Ltd., a PRC company (Shandong Media), our print-based media business, and
account for our investment in Shandong Media under the equity method The
business of Shandong Media includes a television programming guide publication,
the distribution of periodicals, the publication of advertising, the
organization of public relations events, the provision of information related
services, copyright transactions, the production of audio and video products,
and the provision of audio value added communication services.
Office Location
The address of our principal executive office is 375 Greenwich
Street, Suite 516, New York, New York 10013 and our telephone number is (212)
206-1216. We maintain a website at www.yod.com that contains information about
our Company, though no information contained on our website is part of this
prospectus.
THE OFFERING
Common stock offered by the selling
stockholder
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15,965,228 shares, consisting of (i) 4,921,054 shares of
Common Stock, (ii) 933,333 shares of Common Stock issuable upon the
conversion of shares of Series A Preferred Stock; (iii) 6,857,140 shares
of Common Stock issuable upon conversion of shares of Series E Preferred
Stock; (iv) 1,991,202 shares of Common Stock issuable upon conversion of
Series E Preferred Stock issuable upon conversion of a promissory note;
(v) 162,500 shares Common Stock issuable upon exercise of the Warrants
held by the selling stockholders and (vi) 1,099,999 shares of Common Stock
issuable to the selling stockholder upon the exercise of options to
purchase Common Stock.
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Offering Price
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The selling stockholders will determine at what price
they may sell the offered shares, and such sales may be made at prevailing
market prices or at privately negotiated prices.
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Use of proceeds
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All of the shares of Common Stock being offered under
this prospectus are being offered and sold by the selling stockholders. We
will not receive any proceeds from the resale of the shares by the selling
security holders.
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The NASDAQ Capital Market
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Our Common Stock is quoted on the NASDAQ Capital Market
under the symbol YOD.
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RISK FACTORS
An investment in our securities involves a high degree of risk.
Prior to making a decision about investing in our securities, you should
carefully consider the important risk factor below and the specific risk factors
discussed in the sections entitled Risk Factors contained in our most recent
Annual Report on Form 10-K filed on March 30, 2016, and in any applicable
prospectus supplement and our other filings with the Securities and Exchange
Commission (SEC) and incorporated by reference in this prospectus, together
with all of the other information contained in this prospectus, or any
applicable prospectus supplement. Additional risks and uncertainties not
presently known to us, or that we currently view as immaterial, may also impair
our business. If any of the risks or uncertainties described in our SEC filings
or any prospectus supplement or any additional risks and uncertainties actually
occur, our business, financial condition and results of operations could be
materially and adversely affected. In that case, the trading price of our
securities could decline and you might lose all or part of your investment.
The number of shares being registered for sale is significant
in relation to our trading volume.
All of the shares registered for sale on behalf of the selling
stockholders are restricted securities as that term is defined in Rule 144
under the Securities Act. We have filed this registration statement to register
these restricted shares for sale into the public market by the selling
stockholders. These restricted securities, if sold in the market all at once or
at about the same time, could depress the market price during the period the
registration statement remains effective and also could affect our ability to
raise equity capital. Any outstanding shares not sold by the selling
stockholders pursuant to this prospectus will remain as restricted shares in
the hands of the holders, except for those held by non-affiliates for a period
of six months, calculated pursuant to Rule 144.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference
forward-looking statements within the meaning of section 27A of the Securities
Act and section 21E of the Exchange Act. These forward-looking statements are
managements beliefs and assumptions. In addition, other written or oral
statements that constitute forward-looking statements are based on current
expectations, estimates and projections about the industry and markets in which
we operate and statements may be made by or on our behalf. Words such as
should, could, may, expect, anticipate, intend, plan, believe,
seek, estimate, variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. There are a number of important
factors that could cause our actual results to differ materially from those
indicated by such forward-looking statements.
We describe material risks, uncertainties and assumptions that
could affect our business, including our financial condition and results of
operations, under Risk Factors and may update our descriptions of such risks,
uncertainties and assumptions in any prospectus supplement. We base our
forward-looking statements on our managements beliefs and assumptions based on
information available to our management at the time the statements are made. We
caution you that actual outcomes and results may differ materially from what is
expressed, implied or forecast by our forward-looking statements. Accordingly, you
should be careful about relying on any forward-looking statements. Reference is
made in particular to forward-looking statements regarding growth strategies,
financial results, product and service development, competitive strengths,
intellectual property rights, litigation, mergers and acquisitions, market
acceptance or continued acceptance of our products and services, accounting
estimates, financing activities, ongoing contractual obligations and sales
efforts. Except as required under the federal securities laws and the rules and
regulations of the SEC, we do not have any intention or obligation to update
publicly any forward-looking statements after the distribution of this
prospectus, whether as a result of new information, future events, changes in
assumptions, or otherwise.
SELLING STOCKHOLDERS
This prospectus relates to the resale by the selling
stockholders named below from time to time of up to a total of 15,965,228 shares
of Common Stock, which also includes Common Stock issuable upon (a) the
conversion of shares of Series A Preferred Stock and Series E Preferred Stock
and (b) the exercise of the Warrants issued to the selling stockholder pursuant
to transactions exempt from registration under the Securities Act. Each share of
Series A Preferred Stock shall be convertible, at the option of the holder
thereof, at any time, into 0.1333333 shares of Common Stock. The conversion
price for the Series E Preferred Stock is $1.75 and each share of Series E
Preferred Stock is convertible at any time at the option of the holder into one
share of Common Stock (subject to certain adjustments set forth in its
Certificate of Designation). The exercise price for the Warrants is $1.50. All
of the Common Stock offered by this prospectus is being offered by the selling
stockholders for their own accounts.
The table below, which was prepared based on information filed
publicly or supplied to us by the selling stockholders, sets forth information
regarding the beneficial ownership of outstanding shares of our Common Stock
owned by the selling stockholders and the shares that it may sell or otherwise
dispose of from time to time under this prospectus. The selling stockholders, or
their transferees, donees or successors, may resell, from time to time, all,
some or none of the shares of our Common Stock covered by this prospectus, as
provided in this prospectus under the section entitled Plan of Distribution
and in any applicable prospectus supplement. However, we do not know when or in
what amount the selling stockholders may offer their shares for sale under this
prospectus, if any.
The number of shares disclosed in the table below as
beneficially owned are those beneficially owned as determined under the rules
of the SEC. Such information is not necessarily indicative of ownership for any
other purpose. Under the rules of the SEC, a person is deemed to be a
beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or to direct the voting of such security, or
investment power, which includes the power to dispose of or to direct the
disposition of such security. In computing the number of shares beneficially
owned by a selling stockholder and the percentage of ownership of that selling
stockholder, shares of Common Stock underlying shares of convertible preferred
stock, options or warrants held by that selling stockholder that are convertible
or exercisable, as the case may be, within 60 days are included. The selling
stockholders percentage of ownership in the following table is based upon
28,861,342 shares of Common Stock outstanding as of March 28, 2016. Prior to
this offering, the aggregate number of Common Stock held by non-affiliates was
21,891,925.
Unless otherwise indicated and subject to community property
laws where applicable, the selling stockholders named in the following table
have, to our knowledge, sole voting and investment power with respect to the
shares beneficially owned by them. In addition, except for as specifically set
forth in the footnote to the table below, the selling stockholders do not have
any family relationships with our officers, directors or controlling
stockholders. Except for as specifically set forth in the footnote to the table
below, no selling stockholders have held a position as an officer or director of
the Company within the past three years. Other than Chardan Capital Markets LLC,
which is a registered broker-dealer, none of the selling stockholders is a broker-dealer. Furthermore, except as specifically set forth in
the footnote to the table below, none of the selling stockholders is an
affiliate of a registered broker-dealer.
Information concerning the selling stockholders may change from
time to time, and any changed information will be presented in a prospectus
supplement as necessary. Please carefully read the footnotes located below the
table in conjunction with the information presented in the table.
Name
|
Beneficial
Ownership
Before the
Offering
|
Percentage of
Ownership
Before
the Offering
|
Shares of Common
Stock Included
in Prospectus
|
Beneficial
Ownership of
Common Stock
After the
Offering
(1)
|
Percentage of
Common
Stock
Owned After
Offering
(2)
|
Shane McMahon
|
5,989,134
(3)
|
18.4%
|
5,989,134
(3)
|
0
|
0
|
C Media Limited
|
6,857,140
(4)
|
19.2%
|
6,857,140
(4)
|
0
|
0
|
Steven Oliveira
|
138,716
|
*
|
138,716
(5)
|
*
|
*
|
Kerry Propper
|
12,819
|
*
|
12,819
(6)
|
*
|
*
|
Ronald Glickman
|
10,495
|
*
|
10,495
(7)
|
*
|
*
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Steven Urbach
|
470
|
*
|
470
(8)
|
*
|
*
|
Weicheng Liu
|
2,956,454
|
10.1%
|
2,956,454
(9)
|
0
|
0
|
Total
|
15,965,228
|
|
15,965,228
|
|
|
* Less than 1%
(1)
Assume that all securities offered are sold.
(2)
As of March 28, 2016, a total of 28,861,342
shares of Common Stock of the Company are considered to be outstanding pursuant
to SEC Rule 13d-3(d). Shares of Series A Preferred Stock, shares of Series E
Preferred Stock and common stock issuable pursuant to the exercise of stock
options or warrants that are either immediately exercisable or exercisable
within 60 days of March 28, 2016 are deemed to be outstanding for computing the
percentage of ownership of the person holding the shares, options or warrants
and the percentage ownership of any group of which the holder is member but are
not deemed outstanding for computing the percentage of other persons.
(3)
Shane McMahon, currently Vice-Chairman, and the
Chairman from July 30, 2010 through January 6, 2016, acquired 3,064,599 shares
of Common Stock in a private placement transaction, including (i) 2,324,600
shares of Common Stock, 24,600 shares of which are held by the Shane B. McMahon
Trust u/a/Vincent K. McMahon Irrev. Trust dated. 12/23/2008, (ii) 533,333 shares
of Common Stock underlying options exercisable within 60 days at $3.00 per
share, (iii) 40,000 shares of Common Stock underlying options exercisable within
60 days at $4.50 per share; and (iv) 166,666 shares of Common Stock underlying
options exercisable within 60 days at $2.00 per share. In addition, Mr. McMahon
holds 2,871,744 shares of Series E Preferred Shares, including 933,333 shares of Series E Preferred Stock and 1,991,202 shares
of Series E Preferred Stock, issuable within 60 days, upon conversion of a
promissory note which is convertible at any time between January 31, 2014 and
December 31, 2016, at a price of $1.75 per share at the option of Mr. McMahon.
(4)
C Media, an entity affiliated with Xuesong Song,
a member of our Board of Directors since July 5, 2013 and our Executive Chairman
from January 31, 2014 thru January 6, 2016, and Chairman of the Board of
Directors and Chief Executive Officer of C Media Limited, acquired 7,000,000
shares of Series A Preferred Stock in a private placement transaction. The
7,000,000 shares of Series A Preferred Stock entitles C Media Limited to cast
ten (10) votes for every share of Common Stock that is issuable upon conversion
of a share of Series A Preferred Stock (each share of Series A Preferred Stock
is convertible into 0.1333333 shares of Common Stock), or a total of 9,333,330
votes and 5,923,807 shares of Series E Preferred Stock. 7,000,000 shares of
Series A Preferred Stock are convertible to 933,333 shares of Common Stock (each
share of Series A Preferred Stock shall be convertible, at the option of the
holder thereof, at any time, into 0.1333333 shares of Common Stock.).
(5)
Included in this prospectus are 138,716 shares
of Common Stock underlying the Warrants.
(6)
Included in this prospectus are 12,819 shares of
Common Stock underlying the Warrants. Mr. Propper is an affiliate of Chardan
Capital Markets, a broker-dealer. Chardan SPAC Asset Management LLC (the Fund)
purchased 162,500 units (the Units), each unit consisting of a share of Series
C Preferred Stock and a warrant to purchase a share of Common Stock at an
exercise prices of $4.25, for an aggregate of $650,000 pursuant to a private
placement by the Company on August 30, 2012. The Fund purchased the Units in the
ordinary course of business and at the time of purchase the Fund had no
agreement or understanding, directly or indirectly, with any person to
distribute the Units. Mr. Propper received his warrants in connection with his
role as President and a limited partner of the Fund.
(7)
Included in this prospectus are 10,495 shares of
Common Stock underlying the Warrants. Mr. Glickman is an affiliate of Chardan
Capital Markets, a broker-dealer. Chardan SPAC Asset Management LLC (the Fund)
purchased 162,500 units (the Units), each unit consisting of a share of Series
C Preferred Stock and a warrant to purchase a share of Common Stock at an
exercise prices of $4.25, for an aggregate of $650,000 pursuant to a private
placement by the Company on August 30, 2012. The Fund purchased the Units in the
ordinary course of business and at the time of purchase the Fund had no
agreement or understanding, directly or indirectly, with any person to
distribute the Units. Mr. Glickman received his warrants in connection with his
role as a limited partner of the Fund.
(8)
Included in this prospectus are 470 shares of
Common Stock underlying the Warrants. Mr. Urbach is an affiliate of Chardan
Capital Markets, a broker-dealer. Chardan SPAC Asset Management LLC (the Fund)
purchased 162,500 units (the Units), each unit consisting of a share of Series
C Preferred Stock and a warrant to purchase a share of Common Stock at an
exercise prices of $4.25, for an aggregate purchase price of $650,000 pursuant
to a private placement by the Company on August 30, 2012. The Fund purchased the
Units in the ordinary course of business and at the time of purchase the Fund
had no agreement or understanding, directly or indirectly, with any person to distribute the
Units. Mr. Urbach received his warrants in connection with his role as Chief
Financial Officer of the Fund.
(9)
Weicheng Liu, our Chief Executive Officer from
July 5, 2013 through January 22, 2016 and a member of our Board of Directors
from July 30, 2010 through December 29, 2015, acquired 2,956,454 shares of
Common Stock in a private placement transaction and includes 320,000 shares
underlying options exercisable within 60 days at $3.75 per share and 40,000
shares underlying options exercisable within 60 days at $4.50 per share.
PLAN OF DISTRIBUTION
The selling stockholders, may, from time to time, sell,
transfer or otherwise dispose of any or all of their shares of our Common Stock
or interests in shares of our Common Stock on any stock exchange, market or
trading facility on which the shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market prices at the
time of sale, at prices related to the prevailing market price, at varying
prices determined at the time of sale, or at negotiated prices.
The selling stockholders may use any one or more of the
following methods when disposing of shares or interests therein:
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ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction; purchases by a
broker-dealer as principal and resale by the broker-dealer for their
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accounts;
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an exchange distribution in accordance with the rules of
the applicable exchange;
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privately negotiated transactions;
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short sales effected after the date the registration
statement of which this prospectus is a part is declared effective by the
SEC;
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through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;
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broker-dealers may agree with the selling stockholders to
sell a specified number of such shares at a stipulated price per share;
and
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a combination of any such methods of sale.
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The selling stockholders may, from time to time, pledge or
grant a security interest in some or all of the shares of our Common Stock owned
by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares of our Common Stock, from time to time, under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus. The selling stockholders also may
transfer the shares of our Common Stock in other circumstances, in which case
the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
In connection with the sale of our Common Stock or interests
therein, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in
short sales of our Common Stock in the course of hedging the positions they
assume. A selling stockholder may also sell shares of our Common Stock short and
deliver these securities to close out its short position, or loan or pledge the
shares of our Common Stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
The aggregate proceeds to the selling stockholders from the
sale of shares of our Common Stock offered by them will be the purchase price of
the Common Stock less discounts or commissions, if any. The selling stockholders
reserve the right to accept and, together with their agents from time to time,
to reject, in whole or in part, any proposed purchase of our Common Stock to be
made directly or through agents. We will not receive any of the proceeds from
this offering.
Broker-dealers engaged by the selling stockholders may arrange
for other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchase of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholders also may resell all or a portion of
the shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided that they meet the criteria and conform to the
requirements of that rule.
The selling stockholders and any underwriters, broker-dealers
or agents that participate in the sale of our Common Stock or interests therein
may be deemed to be underwriters within the meaning of Section 2(11) of the
Securities Act. Any discounts, commissions, concessions or profit they earn on
any resale of the shares may be underwriting discounts and commissions under the
Securities Act. Selling stockholders who are underwriters within the meaning
of Section 2(11) of the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer,
underwriter, or agent relating to the sale or distribution of the shares, nor
can we presently estimate the amount, if any, of such compensation. See Selling
Stockholders for description of any material relationship that a stockholder
has with us and the description of such relationship.
To the extent required, the shares of our Common Stock to be
sold, the names of the selling stockholders, the respective purchase prices and
public offering prices, the names of any agents, dealers or underwriters, any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement that includes this
prospectus.
In order to comply with the securities laws of some states, if
applicable, the shares of our Common Stock may be sold in these jurisdictions
only through registered or licensed brokers or dealers. In addition, in some
states the Common Stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification
requirements is available and is complied with.
We have advised the selling stockholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of shares in the market and to the activities of the selling stockholders
and their affiliates. In addition, we will make copies of this prospectus (as it
may be supplemented or amended from time to time) available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
The Company is required to pay all fees and expenses incident
to the registration of the shares.
LEGAL MATTERS
The validity of the Common Stock offered by this prospectus
will be passed upon for us by Sherman & Howard LLC, Las Vegas, Nevada.
EXPERTS
The consolidated financial statements of YOU On Demand
Holdings, Inc. as of December 31, 2015 and 2014 and for the years then ended,
have been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Huazhen LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in auditing and accounting.
The audit report covering the December 31, 2015 consolidated
financial statements contains an explanatory paragraph that states that the
Company incurred net losses from continuing operations and had accumulated
deficits that raise substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of that uncertainty.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-3
under the Securities Act with respect to the securities offered in this
offering. This prospectus does not contain all of the information set forth in
the registration statement. For further information with respect to us and the
securities offered in this offering, we refer you to the registration statement
and to the attached exhibits. With respect to each such document filed as an
exhibit to the registration statement, we refer you to the exhibit for a more
complete description of the matters involved.
You may inspect our registration statement and the attached
exhibits and schedules without charge at the public reference facilities
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain copies of all or any part of our registration statement from the SEC upon
payment of prescribed fees. You may obtain information on the operation of the
public reference room by calling the SEC at 1-800-SEC-0330.
Our SEC filings, including the registration statement and the
exhibits filed with the registration statement, are also available from the
SECs website at www.sec.gov, which contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference in this
prospectus certain of the information we file with the SEC. This means we can
disclose important information to you by referring you to another document that
has been filed separately with the SEC. The information incorporated by
reference is considered to be part of this prospectus, and will modify and
supersede the information included in this prospectus to the extent that the
information included as incorporated by reference modifies or supersedes the
existing information. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus. We incorporate by reference the documents listed below and all
additional documents that we file with the SEC under the terms of Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, that are made after the initial
filing date of the registration statement of which this prospectus is a part and
before the termination of any offering of securities offered by this
prospectus.
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Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, filed March 30, 2016;
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Our Current Report on Form 8-K filed on January 5, 2016,
January 12, 2016, January 27, 2016, March 30, 2016, April 11, 2016 and
April 19, 2016;
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The description of our Common Stock, $0.001 par value per
share, contained in our
Registration Statement on Form 8-A, filed on
May 29, 2012, pursuant to Section 12(b)
of the Exchange Act, as
amended.
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Any statement made in this prospectus concerning the contents
of any contract, agreement or other document is only a summary of the actual
document. You may obtain a copy of any document summarized in this prospectus
and any or all of the information that has been incorporated by reference in
this prospectus at no cost by writing or calling us at our mailing address and
telephone number: YOU On Demand Holdings, Inc., 375 Greenwich Street, Suite 516,
New York, New York 10013; telephone number: (212) 206-1216. Each statement
regarding a contract, agreement or other document is qualified in its entirety
by reference to the actual document.
15,965,228 Shares of Common Stock
YOU ON DEMAND HOLDINGS, INC.
PROSPECTUS
, 2016
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other
Expenses of Issuance and Distribution.
The following is a statement of estimated expenses, to be paid
solely by us, in connection with the issuance and distribution of the securities
being registered hereby:
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Amount to
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be
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Paid*
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SEC Registration Fee
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$
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3,810
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Printing Fees and Expenses
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1,000
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Legal Fees and
Expenses
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20,000
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Accounting Fees and Expenses
|
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26,500
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Miscellaneous
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1,000
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Total
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$
|
52,310
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____________________
* All amount shown herein, except the SEC registration fee, are
estimated and may vary based upon, among other things, the number of issuances
and amount of securities offered. We will pay all of these expenses.
Item 15. Indemnification of Directors and Officers.
We are a Nevada corporation and generally governed by the
Nevada Private Corporations Law, Title 78 of the Nevada Revised Statutes, or
NRS.
Section 78.138 of the NRS provides that, unless the
corporations articles of incorporation provide otherwise, a director or officer
will not be individually liable unless it is proven that (i) the directors or
officers acts or omissions constituted a breach of his or her fiduciary duties,
and (ii) such breach involved intentional misconduct, fraud or a knowing
violation of the law.
Section 78.7502 of the NRS permits a company to indemnify its
directors and officers against expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending, or completed action, suit, or proceeding, except an action by or on
behalf of the corporation, if the officer or director (i) is not liable pursuant
to NRS 78.138, or (ii) acted in good faith and in a manner the officer or
director reasonably believed to be in or not opposed to the best interests of
the corporation and, if a criminal action or proceeding, had no reasonable cause
to believe the conduct of the officer or director was unlawful. Section 78.7502
of the NRS also requires a corporation to indemnify its officers and directors
if they have been successful on the merits or otherwise in defense of any claim,
issue, or matter resulting from their service as a director or officer.
Section 78.751 of the NRS permits a Nevada company to indemnify
its officers and directors against expenses incurred by them in defending a
civil or criminal action, suit, or proceeding as they are incurred and in
advance of final disposition thereof, upon determination by the stockholders,
the disinterested board members, or by independent legal counsel. Section 78.751
of NRS requires a corporation to advance expenses as incurred upon receipt of an
undertaking by or on behalf of the officer or director to repay the amount if it
is ultimately determined by a court of competent jurisdiction that such officer
or director is not entitled to be indemnified by the company if so provided in
the corporations articles of incorporation, bylaws, or other agreement. Section
78.751 of the NRS further permits the company to grant its directors and
officers additional rights of indemnification under its articles of
incorporation, bylaws or other agreement.
Section 78.752 of the NRS provides that a Nevada company may
purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent of the
company, or is or was serving at the request of the company as a director,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise, for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as such, whether or not the company has the
authority to indemnify him against such liability and expenses.
Our Articles of Incorporation and Bylaws implement the
indemnification and insurance provisions permitted by Chapter 78 of the NRS by
providing that:
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We shall indemnify our directors and officers to the
fullest extent permitted by the NRS against expense, liability and loss
reasonably incurred or suffered by them in connection with their service
as an officer or director; and
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We may purchase and maintain insurance, or make other
financial arrangements, on behalf of any person who holds or who has held
a position as a director, officer, or representative against liability,
cost, payment, or expense incurred by such person.
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At the present time, there is no pending litigation or
proceeding involving a director, officer, employee or other agent of ours in
which indemnification would be required or permitted. We are not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.
Item 16. Exhibits.
The list of exhibits in the Exhibit Index to this prospectus is
incorporated herein by reference. Item 17. Undertakings.
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 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective 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 such information in the registration statement;
Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)
of this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the SEC by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 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.
(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.
(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:
(i) Each prospectus filed by the 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
(ii) Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. 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 first use, 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
date of first use.
(5) That, for purposes of determining any liability under the
Securities Act, each filing of the registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(6) 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 SEC 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.
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 of filing on Form S-3 and has duly caused this Amendment No.
2 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beijing, China, on May 2, 2016.
YOU On Demand Holdings, Inc.
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By:
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/s/ Mingcheng Tao
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Mingcheng Tao
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Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mingcheng Tao and Grace He, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement (and any
registration statement filed pursuant to Rule 462(b) under the Securities Act,
as amended, for the offering which this Registration Statement relates), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorneys-in-fact 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 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, or
their 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, as
amended, this Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities indicated on May 2, 2016.
Signature
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Title
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/s/ Bruno Wu
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Bruno Wu
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Chairman of the Board
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*
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Shane McMahon
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Vice-Chairman
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/s/ Mingcheng Tao
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Mingcheng Tao
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Chief Executive Officer and Director
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(Principal Executive
Officer)
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/s/ Mei Chen
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Mei Chen
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Chief Financial Officer
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(Principal Financial and Accounting
Officer)
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*
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James Cassano
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Director
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/s/ Jerry Fan
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Jerry Fan
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Director
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*
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Jin Shi
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Director
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*
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Xuesong Song
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Director
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/s/ Polly Wang
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Polly Wang
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Director
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*By: /s/ Grace He
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Grace He
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Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
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Description
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Number
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3.1
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Articles of Incorporation of
the Company as filed with the Secretary of State of Nevada (Incorporated
by reference to Exhibits 3.1 to the Companys Annual Report on Form 10-K
filed on March 30, 2012).
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3.2
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Second Amended and Restated
Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K filed on February 6, 2014).
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3.3
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Amendment No. 1 to the Second
Amendment and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10- K filed on March
30, 2015).
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3.4
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Amendment No. 2 to the Second
Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Current Report on Form 8- K filed on November
24, 2015).
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5.1
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Opinion of Sherman &
Howard LLC*
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23.1
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Consent of KPMG Huazhen
LLP**
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23.3
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Consent of Sherman &
Howard LLC (included in Exhibit 5.1).*
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24.1
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Power of Attorney for
Shane McMahon, James Cassano, Jin Shi and Xuesong Song *
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24.2
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Power of Attorney for Bruno Wu,
Mingcheng Tao, Jerry Fan and Polly Wang (included on signature page
hereof).
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*Previously filed with the initial filing of this registration
statement with the Securities and Exchange Commission on June 17, 2015.
** Filed herewith.
Consent of Independent Registered Public Accounting
Firm
The Board of Directors
YOU On Demand Holdings, Inc.
We consent to the use of our report incorporated by reference
herein and to the reference to our firm under the heading Experts in the
prospectus.
Our report dated March 30, 2016 contains an explanatory
paragraph that states that the Company incurred net losses from continuing
operations and had accumulated deficits that raise substantial doubt about its
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ KPMG Huazhen LLP
Beijing, China
May 2, 2016
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