Securities Registration: Employee Benefit Plan (s-8)
May 28 2021 - 3:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 28, 2021
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TAOPING
INC.
(Exact
name of registrant as specified in its charter)
British
Virgin Islands
|
N/A
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer
Identification Number)
|
21st
Floor, Everbright Bank Building
Zhuzilin,
Futian District
Shenzhen,
Guangdong, 518040
People’s
Republic of China
(Address
of Principal Executive Offices, including zip code)
TAOPING
INC. 2016 EQUITY INCENTIVE PLAN
(Full
title of the plan)
|
|
Copies
of Correspondence to:
|
|
|
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
800-221-0102
(Name,
address, and telephone number, including area
code,
of agent for service)
|
Kevin
(Qixiang) Sun, Esq.
BEVILACQUA
PLLC
1050
Connecticut Avenue, NW, Suite 500
Washington,
DC 20036
202-869-0888
|
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated
filer
[ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer
[X]
|
Smaller
reporting
company
[ ]
|
Emerging
Growth
Company
[ ]
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
|
|
Amount to be registered(1)
|
|
|
Proposed
maximum
offering price per share
|
|
|
Proposed
maximum
aggregate
offering price
|
|
|
Amount of registration fee
|
|
Ordinary Shares of no par value each
|
|
|
4,166,666
|
(2)
|
|
$
|
5.265
|
(3)
|
|
$
|
21,937,496.49
|
(3)
|
|
$
|
2,393.38
|
(3)
|
(1)
Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended (“Securities Act”), this Registration
Statement covers an indeterminate number of additional shares of the Registrant’s Ordinary Shares that become issuable by reason
of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases
the number of the Registrant’s outstanding Ordinary Shares.
(2)
Represents additional 4,166,666 Ordinary Shares reserved for issuance pursuant to awards under the Registrant’s 2016 Equity
Incentive Plan, as amended (“2016 Plan”) as of the date of this Registration Statement.
(3)
Computed pursuant to Rule 457(c) and (h) under the Securities Act, solely for the purpose of determining the registration fee,
based upon the average of the high and low prices of the Ordinary Shares of the Registrant on May 25, 2021, as reported on The
Nasdaq Stock Market LLC.
EXPLANATORY
NOTE
REGISTRATION
OF ADDITIONAL SECURITIES
This
registration statement on Form S-8 is being filed for the purpose of registering an additional 4,166,666 ordinary shares, no per share
par value (the “Ordinary Shares”) of Taoping Inc. (the “Registrant”) pursuant to the Taoping Inc. 2016 Equity
Incentive Plan, as amended (the “Plan”).
Registrant
initially registered 5,000,000 Ordinary Shares (on a pre-Reverse Stock Split basis) issuable under the Plan pursuant to a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on May 13, 2006 (File No. 333-211363) (the “Initial S-8”).
On July 30, 2020, the Company effectuated a 6-to-1 reverse stock split (the “Reverse Stock Split”), which effectively reduced
the Ordinary Shares authorized to be issued under the Plan from 5,000,000 to 833,334.
On
May 9, 2021, upon recommendation by the Compensation Committee, the Board of Directors of the Company amended the Plan to, among other
things, (1) increase the number of Ordinary Shares authorized to be issued pursuant to the Plan by 4,166,666 to 5,000,000, and (2) extend
the term of the Plan to May 9, 2026.
This
registration statement relates to securities of the same class as registered on the Initial S-8 and is submitted in accordance with General
Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the Initial S-8 is
incorporated by reference and made part of this registration statement, except as amended hereby, except that the provisions contained
in Part II of the Initial S-8 are modified as set forth in this registration statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
All
Information required by Part I of Form S-8 to be contained in the prospectus is omitted from this registration statement in accordance
with Rule 428 under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
|
INCORPORATION
OF DOCUMENTS BY REFERENCE.
|
The
following documents, which have been filed or furnished by Taoping Inc. (the “Company”) with the Securities and Exchange
Commission (the “Commission”), are incorporated in this Registration Statement by reference:
|
●
|
The
Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Commission on April 30,
2021; and
|
|
●
|
The
description of the Company’s Ordinary Shares contained in the Form 8-K12B, filed with
the Commission on October 31, 2012, and any further amendment or report filed hereafter for
the purpose of updating such description.
|
All
documents filed subsequent to the Form 20-F by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities
offered hereby have been sold or which deregisters all of the securities covered hereby then remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any
statement 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 that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM
4.
|
DESCRIPTION
OF SECURITIES.
|
Not
applicable.
ITEM
5.
|
INTERESTS
OF NAMED EXPERTS AND COUNSEL.
|
Not
applicable.
ITEM
6.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
|
British
Virgin Islands (“BVI”) law does not limit the extent to which a company’s articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the BVI courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime.
Under
the Company’s articles of association, subject to the BVI Business Companies Act (as amended) (the “Act”), the Company
shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director
or officer (excluding the auditors), or who is or was serving at the Company’s request as a director or officer of another company,
partnership, joint venture, trust or other enterprise. Each such indemnified person shall be indemnified out of the Company’s assets
against any liability, action, proceeding, claim, demand, judgments, fines, costs, damages or expenses, including legal expenses, whatsoever
which they or any of them may reasonably incur as a result of any act or failure to act in carrying out their functions other than such
liability that they may incur by reason of their own actual fraud or willful default. In addition, to be entitled to indemnification,
an indemnified person must not have acted in such a manner as to have incurred the liability by virtue of having committed actual fraud
or willful default but no person shall be found to have committed actual fraud or willful default unless or until a court of competent
jurisdiction shall have made a finding to that effect.
No
indemnified person will be personally liable to the Company for damages for any breach of fiduciary duty as a director or officer; provided,
however, that the foregoing provision will not eliminate or limit the liability of a director or officer for:
(a)
acts or omissions which involve intentional misconduct, fraud or a knowing violation of law,
(b)
for the violation of any provision of the Act, as amended from time to time, that expressly provides for liability of directors or officers
notwithstanding any provision herein to the contrary.
ITEM
7.
|
EXEMPTION
FROM REGISTRATION CLAIMED.
|
Not
Applicable.
See
Index to Exhibits, which is incorporated herein by reference.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement. 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 and of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii)
To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration
Statement;
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Shenzhen, People’s Republic of China, on this 28th day of May, 2021.
|
taoping
inc.
|
|
|
|
|
By
|
/s/
Jianghuai Lin
|
|
|
Jianghuai
Lin
|
|
|
Chairman
and Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement on Form S-8 appears below hereby constitutes
and appoints Jianghuai Lin and Zhiqiang Zhao, and each or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8, and to sign any registration statement for the same
offering covered by this Registration Statement on Form S-8 that is to be effective on filing pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, 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 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or
his substitute or their 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 Registration Statement has been signed by the following persons in
the capacities indicated on May 28, 2021.
SIGNATURE
|
|
TITLE
|
|
|
|
/s/ Jianghuai Lin
|
|
Chief Executive Officer and Chairman (Principal
|
Jiang Huai Lin
|
|
Executive Officer)
|
|
|
|
/s/ Zhiqiang Zhao
|
|
President and Director
|
Zhiqiang Zhao
|
|
|
|
|
|
/s/ Iris Yan
|
|
Chief Financial Officer
|
Iris Yan
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Yong Jiang
|
|
Director
|
Yong Jiang
|
|
|
|
|
|
/s/ Remington Hu
|
|
Director
|
Remington Hu
|
|
|
|
|
|
/s/ Yunsen Huang
|
|
Director
|
Yunsen Huang
|
|
|
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 Taoping Inc. has
signed this registration statement or amendment thereto in New York, New York on May 28, 2021.
|
US
Authorized Representative
Cogency
Global Inc.
|
|
|
|
|
By:
|
/s/
Colleen A. De Vries
|
|
Name:
|
Colleen
A. De Vries
|
|
Title:
|
Senior
Vice President on behalf of Cogency Global Inc.
|
Index
to Exhibits
Taoping Inc BVI (NASDAQ:TAOP)
Historical Stock Chart
From Apr 2024 to May 2024
Taoping Inc BVI (NASDAQ:TAOP)
Historical Stock Chart
From May 2023 to May 2024