As filed with the Securities and Exchange Commission on February 1, 2021 Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBAL CLEAN ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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87-0407858
(I.R.S. Employer
Identification No.)
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2790 Skypark Drive, Suite 105
Torrance, California 90505
(310) 641-4234
(Address of principal executive offices)
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Global Clean Energy Holdings, Inc.
2020 Equity Incentive Plan
(Full title of the plan)
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Richard Palmer,
Chief Executive Officer
Global Clean Energy Holdings, Inc.
2790 Skypark Drive, Suite 105
Torrance, California 90505
(Name and address of agent for service)
(310) 641-4234
(Telephone number, including area code, of agent for service)
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Copy to:
Istvan Benko
Michael Huseby
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 789-1226
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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:
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o Large accelerated filer
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¨ Accelerated filer
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ý Non-accelerated filer
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ý 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
Title of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee(11)
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Common Stock, $0.001 par value per share
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9,580,000 shares (2)
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$0.70 (2)
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$6,706,000 (2)
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$731.63
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Common Stock, $0.001 par value per share
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7,330,000 shares (3)
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$0.0660 (4)
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$483,780
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$52.78
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Common Stock, $0.001 par value per share
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1,500,000 shares (3)
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$0.0410 (5)
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$61,500
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$6.71
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Common Stock, $0.001 par value per share
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1,000,000 shares (3)
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$0.0932 (6)
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$93,200
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$10.17
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Common Stock, $0.001 par value per share
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390,000 shares (3)
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$0.0833 (7)
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$32,487
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$3.54
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Common Stock, $0.001 par value per share
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50,000 shares (3)
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$0.1373 (8)
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$6,865
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$0.75
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Common Stock, $0.001 par value per share
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75,000 shares (3)
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$0.1750 (9)
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$13,125
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$1.43
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Common Stock, $0.001 par value per share
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75,000 shares (3)
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$0.2100 (10)
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$15,750
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$1.72
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TOTAL
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20,000,000 shares
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--
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$7,412,707
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$808.73
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(1)Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement covers, in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that may become issuable under the Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) as a result of the anti-dilution adjustment provisions contained therein.
(2)Represents shares reserved for issuance pursuant to future awards under the 2020 Plan. The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933 on the basis of the average of the high and low trading prices of the registrant’s common stock, as reported on the OTC Market on January 28, 2021.
(3)Represents shares that may be issued upon the exercise of options previously granted under the 2020 Plan.
(4)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.0660 per share of the applicable options.
(5)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.0410 per share of the applicable options.
(6)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.0932 per share of the applicable options.
(7)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.0833 per share of the applicable options.
(8)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.1373 per share of the applicable options.
(9)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.1750 per share of the applicable options.
(10)Calculated pursuant to Rule 457(h) under the Act based upon the exercise price of $0.2100 per share of the applicable options.
(11)Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, which provides that the fee shall be $109.10 per $1,000,000 of the proposed maximum aggregate offering price of the securities proposed to be offered.
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 the City of Torrance, State of California, on February 1, 2021.
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GLOBAL CLEAN ENERGY HOLDINGS, INC.
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By:
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/s/ RICHARD PALMER
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Richard Palmer
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Richard Palmer and Ralph Goehring as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 1st day of February, 2021.
Signature
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Title
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/s/ RICHARD PALMER
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President and Chief Executive Officer (principal executive officer); Director
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Richard Palmer
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/s/ RALPH GOEHRING
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Chief Financial Officer (principal financial and accounting officer)
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Ralph Goehring
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/s/ DAVID WALKER
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Chairman, the Board of Directors
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David Walker
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/s/ MARTIN WENZEL
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Director
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Martin Wenzel
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