Securities Registration: Employee Benefit Plan (s-8)
January 29 2018 - 5:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
THE
CORETEC GROUP INC.
(Exact name of issuer as specified in its
charter)
OKLAHOMA
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73-1479206
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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6804 South Canton Avenue, Suite 150
Tulsa, Ok 74136
(Address of Principal
Executive Offices and Zip Code)
THE
CORETEC GROUP INC. 2018
Equity Incentive
PLAN
(Full title of the plan)
Ronald Robinson
Chief Financial Officer
The Coretec Group, Inc.
6804 S. Canton Avenue
Suite 150
Tulsa, OK 74136
(Name and address of agent for service)
Copies of all communications, including
all communications
sent to agent for service to:
Gregory Sichenzia, Esq.
Jay Yamamoto, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37
th
Floor
New York, NY 10036
(212) 930-9700 (telephone)
(212) 930-9725 (fax)
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
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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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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
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PROPOSED
MAXIMUM
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TITLE OF
SECURITIES TO BE REGISTERED
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AMOUNT TO
BE
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OFFERING
PRICE PER
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AGGREGATE
OFFERING
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AMOUNT OF
REGISTRATION
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REGISTERED
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SHARE(2)
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PRICE
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FEE
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Common Stock, $.0002 PAR VALUE(1)
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15,000,000
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$
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0.1371
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$
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2,056,500
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$
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256.03
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Total
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15,000,000
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$
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0.1371
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$
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2,056,500
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$
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256.03
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(1) Represents the maximum aggregate number
of shares presently issuable under The Coretec Group Inc. 2018 Equity Incentive Plan, which aggregate number reflects the 1-for-300
reverse stock split that became effective on June 29, 2017.
(2) Computed pursuant to Rule 457(c) and
(h) on the basis of the average of the high and low prices of the Common Stock on January 25, 2018, as reported on the OTC Market.
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Coretec Group Inc. ("We",
"us", "our company" or "Coretec") will provide each participant (the "Recipient") with
documents that contain information related to our 2018 Equity Incentive Plan and other information including, but not limited to,
the disclosure required by Item 1 of Form S-8, which information is not filed as a part of this Registration Statement on Form
S-8 (the "Registration Statement"). The foregoing information and the documents incorporated by reference in response
to Item 3 of Part II of this Registration Statement taken together constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives common shares covered by this
Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We will provide to each Recipient a written
statement advising them of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act without charge and upon written or oral notice by contacting:
Michael A. Kraft
Chief Executive Officer
6804 South Canton Avenue, Suite 150
Tulsa, OK 74136
(918) 494-0505
INFORMATION REQUIRED BY PART I TO BE CONTAINED
IN SECTION 10(a) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN ACCORDANCE WITH RULE 428 UNDER THE SECURITIES ACT OF
1933, AND NOTE TO PART I OF FORM S-8.
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Securities and Exchange Commission
(“SEC”) allows us to incorporate by reference certain of our publicly filed documents into this prospectus, which means
that such information is considered part of this prospectus. Information that we file with the SEC subsequent to the date of this
prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and
any future filings made with the SEC under all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the Selling Stockholders have sold all of the shares offered hereby or such shares
have been deregistered.
The following documents filed with the
SEC are incorporated herein by reference:
(a) The Registrant’s
latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”), that contains audited financial statements for the Registrant’s latest fiscal year for which such statements
have been filed;
(b) All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual
report or prospectus referred to in (a) above; and
(c) The description
of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form SB-2 (File
No. 333-143761) filed June 14, 2007, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed with the
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities
then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such earlier 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.
No expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency
basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Registrant
or any of its parents or subsidiaries.
ITEM 6. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.
Our bylaws provide that the Company may
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, other than an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses
incurred or paid by our directors, officers or controlling persons in the successful defense of any action, suit or proceedings,
is asserted by such director, officer, or controlling person in connection with any securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM 8. EXHIBITS.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(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, Paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, 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) For purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's 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 plan's 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the 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 Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Tulsa, State of Oklahoma, on January 26, 2018.
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THE CORETEC GROUP INC.
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By:
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/s/ Michael A. Kraft
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Michael A. Kraft
Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
Each person whose signature appears below
hereby constitutes and appoints Michael A. Kraft, his or her true and lawful attorneys-in-fact and agents 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) and additions to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such 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, 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 his 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 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Date: January 26, 2018
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/s/ Ronald Robinson
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Ronald Robinson
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Chief Financial Officer
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Date: January 26, 2018
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/s/ Michael A. Kraft
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Michael A. Kraft
Chief Executive Officer
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Date: January 26, 2018
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/s/ Simon Calton
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Simon Calton
Director and Co-Chairman
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Date: January 26, 2018
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/s/ Victor Keen
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Victor Keen
Director and Co-Chairman
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Date: January 26, 2018
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/s/ Ron Dombrowski
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Ron Dombrowski
Director
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