UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NETWORK CN INC.
(Exact name of registrant
as specified in its Charter)
| Delaware |
90-0370486 |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
Unit 705B, 7th FL,
New East Ocean Centre, 9 Science Museum Road, TST, KLN, Hong Kong
(Address of Principal
Executive Offices)
NETWORK CN INC. 2023
EQUITY INCENTIVE PLAN
(Full title of the
plan)
Earnest Leung
Chief Executive Officer
NETWORK CN INC.
Unit 705B, 7th FL,
New East Ocean Centre,
9 Science Museum Road,
TST, KLN, Hong Kong
(852) 6478 6348
(Name, Address and Telephone Number of Agent for
Service)
With copies to:
Scott C. Kline, Esq.
Partner
Kline Law Group PC
15615 Alton Parkway,
Suite 450
Irvine, California 92618
Phone: +1 949.271.6355
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 ¨ |
Smaller reporting company x |
| |
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. ¨
EXPLANATORY NOTE
This registration statement on Form S-8 (this
“Registration Statement”) is filed by Network CN Inc. (the “Company” or “Registrant”) to register
10,000,000 shares of Common Stock, par value $0.001 per share, of the Registrant (“Common Stock”), which may be issued under
the Network CN Inc. 2023 Equity Incentive Plan (the “Plan”). The Plan was adopted by the Company’s board of directors
and approved by the Company’s stockholders on January 20, 2023 and was amended by the Company’s board of directors and approved
by the Company’s stockholders on March 22, 2023.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* The documents containing the information specified
in Item 1 and Item 2 of Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will
be sent or given to recipients of the grants under the Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with
the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge,
upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the
preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request,
of other documents required to be delivered pursuant to Rule 428(b) of the Securities Act, and will include the address and telephone
number to which the request is to be directed.
Part II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents By Reference.
The
following documents, which have been filed by Network CN Inc. (the "Company") with the Commission, are incorporated in this
Registration Statement by reference:
(a) The
Company’s Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2022 filed with the Commission on April 13,
2023, June 29, 2023, August 17, 2023 and September 28, 2023, pursuant to Section 13(a) or 15(d) of the Exchange Act, which includes audited
financial statements for the Company’s latest fiscal year;
(b) The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the Commission on May 15, 2023;
(c) The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the Commission on August 14, 2023;
(d) The
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the Commission on November 14, 2023;
(e) 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 Annual Report
referred to in (a) above; and
(f) The
description of the Company’s common stock, par value $0.001 per share, contained in the Registration Statement on Form 10-SB (File
No. 033-87994) filed with the Commission on September 3, 1999, including any further amendments or reports filed hereafter for purposes
of updating such description.
Except to the extent such
information is deemed furnished and not filed pursuant to securities laws and regulations, all documents that we file with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent specifically designated therein, reports on Form
8-K furnished by the Registrant to the Commission, in each case, subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement (that indicates that all securities offered under this Registration
Statement have been sold or that deregisters all securities then remaining unsold) 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 in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any 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.
The
description of the Company’s Common Stock contained in the Registration Statement on Form 10-SB (File No. 033-87994) filed with
the Commission on September 3, 1999, including any further amendments or reports filed hereafter for purposes of updating such description,
is hereby incorporated by reference.
Item 5. Interests
of Named Experts and Counsel.
Not
Applicable.
Item 6.
Indemnification of Officers and Directors.
Section 145(a)
of the Delaware General Corporation Law provides in relevant part that “[a] corporation shall have power to 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
the person 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 attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and in a manner the person 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
the person’s conduct was unlawful.” With respect to derivative actions, Section 145(b) of the Delaware General Corporation
Law provides in relevant part that “[a] corporation shall have power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor . . . [by reason of such person’s service in one of the capacities specified in the preceding sentence]
against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.”
The
Company’s Amended and Restated Certificate of Incorporation and Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted under the Delaware General Corporation Law, except that the Company will not be required to indemnify
such person if the indemnification sought is in connection with a proceeding initiated by such person without the authorization of the
board of directors. As permitted by the Company’s Bylaws, the Company may obtain insurance on behalf of its directors and officers
against liability arising out of his or her actions in such capacity, regardless of whether the Company has the power to indemnify such
individual against such liability under the provisions of the Delaware General Corporation Law.
The
indemnification provision in the Company’s Amended and Restated Certificate of Incorporation Bylaws may be sufficiently broad to
permit indemnification of the Company’s officers and directors for liabilities arising under the Securities Act.
Item 7.
Exemption from Registration Claimed.
Not
Applicable.
Item 8.
Exhibits.
*Filed herewith.
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;
(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 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 periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act of 1934 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 Company 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 Hong Kong, on January 18, 2024.
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NETWORK CN INC. |
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| |
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By: |
/s/ Earnest Leung |
| |
|
Earnest Leung |
| |
|
Chief Executive Officer
(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature
appears below hereby severally constitutes and appoints Earnest Leung , as 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
to this registration statement on Form S-8, including any post-effective amendments hereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agents or any
of them or their 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, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
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Title and Date |
| |
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|
/s/Earnest Leung |
|
Chairperson & Chief Executive Officer |
January
18, 2024 |
| Earnest Leung |
|
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| /s/ Frederick Wong |
|
Director |
January
18, 2024 |
| Frederick Wong |
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|
/s/ Shirley Cheng |
|
Chief Financial Officer & Director |
January 18, 2024 |
| Shirley Cheng |
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Exhibit 4.1
CERT.9999 ...ALIVa rf •
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT • INCORPORATED UNDER THE LAWS OF THE STATE OF NETWORK CN INC CA M CUSIP: G308 NETWORK
CN INC COMMON tftansteftabVe OR the books ot the Coftpoftation to peftson oft by duPy authogged attoftney upon sumendeft of) this Cefttifjteate
pftopeftVy endoftsed. phis eehtit-Nate N not udid untiP eounteftsigned by the Uftansteft (Agent and ftegistefted by the Tegistftaft.
(Witness the taesinde sea of) the Coftpoftation and the 1aesityde signatufte(s) ot its cluQy authoftiged ottieeft(s). Countersigned by
PACIFIC STOCK TRANSFER COMPANY Las Vegas, Nevada The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common
UNIF GIFT MIN ACT Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with the right of Act survivorship
and not as tenants (State) in common Additional abbreviations may also be used though not in the above list. For value received, hereby
sell, assign and transfer unto PLEASE INSERT EIN / SSN AND NAME OF REGISTERED SHAREHOLDER COST BASIS OF ASSIGNEE PLEASE PRINT OR TYPEWRITE
NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF NEW SHAREHOLDER(S) shares of the capital stock represented by the within Certcate, and
do hereby irrevocably constitute and appoint , Attorney to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises. Dated X THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and
Loan Associations and Credit Unions). SIGNATURE GUARANTEED: TRANSFER FEE WILL APPLY
Exhibit 4.2
NETWORK CN INC.
2023 EQUITY INCENTIVE PLAN
ARTICLE ONE
GENERAL PROVISIONS
This Plan is intended to
promote the interests of Network CN Inc. (the “Corporation”), by providing eligible persons employed by or serving the Corporation
or any Subsidiary or Parent with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest,
in the Corporation as an incentive for them to continue in such employ or service.
Capitalized terms herein
shall have the meanings assigned to such terms in the attached Appendix.
| 1.2.1 | The Plan shall be divided into two separate equity programs: |
| (a) | the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator,
be granted options to purchase shares of Common Stock, and |
| (b) | the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator,
be issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the
Corporation (or any Parent or Subsidiary). |
| 1.2.2 | The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly
govern the interests of all persons under the Plan. |
| 1.3 | ADMINISTRATION OF THE PLAN |
| 1.3.1 | The Board shall administer the Plan. However, any or all administrative functions otherwise exercisable
by the Board may be delegated to a Committee. Members of the Committee shall serve for such period of time as the Board may determine
and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and
reassume all powers and authority previously delegated to the Committee. The initial Committee and Plan Administrator shall be the Chief
Executive Officer of the Corporation; provided that he/she remains a director of the Corporation. |
| 1.3.2 | The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to
establish such rules and procedures as it may deem appropriate for proper administration of the Plan and to make such determinations under,
and issue such interpretations of, the Plan and any outstanding options or stock issued under the Plan as it may deem necessary or advisable.
Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option grant or
stock issued under the Plan. |
| 1.3.3 | The Plan Administrator shall have full authority to determine, (1) with respect to the grants made under
the Option Grant Program, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number
of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option,
the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum
term for which the option is to remain outstanding, and (2) with respect to stock issuances made under the Stock Issuance Program, which
eligible persons are to receive such issuances, the time or times when those issuances are to be made, the number of shares to be issued
to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant
for such shares. Each option grant or stock issuance approved by the Plan Administrator shall be evidenced by the appropriate documentation. |
| 1.4.1 | The persons eligible to participate in the Plan are as follows: |
| (b) | members of the Board and the members of the board of directors of any Parent or Subsidiary; and |
| (c) | independent contractors who provide services to the Corporation (or any Parent or Subsidiary). |
| 1.5 | STOCK SUBJECT TO THE PLAN |
| 1.5.1 | The shares issuable under the Plan shall be shares of authorized but unissued or reacquired shares of
Common Stock. The maximum number of shares of Common Stock that may be issued and outstanding or subject to options outstanding under
the Plan shall not exceed Ten Million (10,000,000) shares. |
| 1.5.2 | Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under
the Plan to the extent (1) the options expire or terminate for any reason prior to exercise in full or (2) the options are cancelled in
accordance with the cancellation and re-grant provisions of Article Two. Unvested Shares issued under the Plan and subsequently repurchased
by the Corporation, at a price per share not greater than the option exercise or direct issue price paid per share, pursuant to the Corporation’s
repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and
shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. |
| 1.5.3 | Should any change be made to the Common Stock by reason of any stock split, stock dividend, reverse stock
split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without
the Corporation’s receipt of consideration, appropriate adjustments shall be made to (1) the maximum number and/or class of securities
issuable under the Plan and (2) the number and/or class of securities and the exercise price per share in effect under each outstanding
option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall
be final and binding. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares
of the Corporation’s preferred stock into shares of Common Stock. |
| 1.5.4 | The grant of options or the issuance of shares of Common Stock under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or assets. |
ARTICLE TWO
OPTION GRANT PROGRAM
| 2.1.1 | Exercise. Each option shall be in such form and shall contain such terms and conditions
as the Board or Committee shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Non-Statutory
Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares
of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option
shall be subject to the terms and conditions of the Plan: |
| 2.1.2 | Exercise Price. The Plan Administrator shall fix the exercise price per share, subject to
any requirements of U.S. federal and state securities laws. However, with respect to Incentive Stock Options, (a) if the option is granted
to a 10% Stockholder, the exercise price per share must not be less than 110% of the Fair Market Value per share of Common Stock on the
date the option is granted, and (b) if the option is granted to an Optionee who is not a 10% Stockholder, the exercise price per share
shall not be less than 100% of the Fair Market Value per share of Common Stock on the date the option is granted. Notwithstanding the
foregoing, options may be granted with a per share exercise price other than as required above pursuant to a merger or other corporate
transaction. The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section
4.1 and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock be registered
under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price (and any applicable withholding taxes) may
also be paid as follows: |
| (a) | in shares of Common Stock held for the requisite period, if any, necessary to avoid a charge to the Corporation’s
earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or |
| (b) | to the extent the option is exercised for Vested Shares, through a special sale and remittance procedure
pursuant to which the Optionee shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect
the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required
to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale. |
Except to the extent such sale and remittance
procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.
| 2.1.3 | Exercise and Term of Options Each option shall be exercisable at such time or times, during
such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the
option grant. However, no Incentive Stock Option shall have a term in excess of ten years measured from the option grant date. |
| 2.1.4 | Effect of Termination of Service. |
| (a) | The following provisions shall govern the exercise of any options granted to the Optionee that remain
outstanding at the time the Optionee’s Service ceases: |
| (i) | Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct,
then each option shall be exercisable for the number of shares subject to the option that were Vested Shares at the time the Optionee’s
Service ceased and shall remain exercisable until the close of business on the earlier of (i) the three month anniversary of the
date Optionee’s Service ceased or (ii) the expiration date of the option. |
| (ii) | Should the Optionee cease to remain in Service by reason of death or Disability, then each option shall
be exercisable for the number of shares subject to the option which were Vested Shares at the time of the Optionee’s Service ceased
and shall remain exercisable until the close of business on the earlier of (i) the twelve month anniversary of the date Optionee’s
Service ceased or (ii) expiration date of the option. |
| (iii) | No additional vesting will occur after the date the Optionee’s Service ceases, and the option shall
immediately terminate with respect to the Unvested Shares. Upon the expiration of any post-Service exercise period or (if earlier) upon
the expiration date of the term of the option, the option shall terminate with respect to the Vested Shares.
|
| (iv) | Should the Optionee’s Service be terminated for Misconduct or should the Optionee otherwise engage
in Misconduct, then each outstanding option granted to the Optionee shall terminate immediately with respect to all shares. |
| (b) | Understanding that there may be adverse tax and accounting consequences to doing so, the Plan Administrator
shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: |
| (i) | extend the period of time for which the option is to remain exercisable following the Optionee’s
cessation of Service for such period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of
the option, and/or |
| (ii) | permit the option to be exercised, during the applicable post-Service exercise period, not only with respect
to the number of Vested Shares for which such option is exercisable at the time of the Optionee’s cessation of Service but also
with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued
in Service. |
| 2.1.5 | Stockholder Rights. The holder of an option shall have no stockholder rights with respect
to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder
of the purchased shares. |
| 2.1.6 | Unvested Shares. The Plan Administrator shall have the discretion to grant options that
are exercisable for Unvested Shares. Should the Optionee’s Service cease while the shares issued upon the early exercise of the
Optionee’s option are still unvested, the Corporation shall have the right to repurchase, any or all of those Unvested Shares at
the lower of (1) the exercise price paid per share, or (2) the Fair Market Value per share on the date the Optionee’s Service
ceased. Once the Corporation exercises its repurchase right, the Optionee shall have no further stockholder rights with respect to those
shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate
vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such
repurchase right. Any such repurchase must be made in accordance with applicable corporate law. The Plan Administrator may set the vesting
schedule, subject to applicable U.S. federal and state securities laws. |
| 2.1.7 | Limited Transferability of Options. An Incentive Option shall be exercisable only by the
Optionee during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following
the Optionee’s death. A Non-Statutory Option may be assigned in whole or in part during the Optionee’s lifetime to one or
more members of the Optionee’s family (as defined in Rule 701 promulgated by the Securities and Exchange Commission) or to a trust
established exclusively for one or more such family members or to the Optionee’s former spouse, to the extent such assignment is
in connection with the Optionee’s estate plan or pursuant to a domestic relations order. The terms applicable to the assigned portion
shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate. |
The terms specified below
shall be applicable to all Incentive Options. Except as modified by the provisions of this Section 2.2, all the provisions of Articles
One, Two and Four shall be applicable to Incentive Options. Options that are specifically designated as Non-Statutory Options shall not
be subject to the terms of this Section 2.2.
| 2.2.1 | Eligibility. Incentive Options may only be granted to Employees. |
| 2.2.2 | Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined
as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar
year shall not exceed $100,000. |
| 2.2.3 | Term of Option Granted to a 10% Stockholder. If any Employee to whom an Incentive Option
is granted is a 10% Stockholder, then the option term shall not exceed five years measured from the date the option is granted. |
| 2.3.1 | The shares subject to each option outstanding under the Plan at the time of a Change in Control shall
automatically become Vested Shares, and each such option shall, immediately prior to the effective date of the Change in Control, become
exercisable for all of the shares of Common Stock at the time subject to that option. However, the shares subject to an outstanding option
shall not become Vested Shares on an accelerated basis if and to the extent: (1) such option is assumed by the successor corporation
(or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (2)
such option is to be replaced with a cash incentive program of the Corporation or any successor corporation which preserves the spread
existing on the Unvested Shares at the time of the Change in Control and provides for subsequent payout of that spread no later than the
time the Optionee would vest in those Unvested Shares or (3) the acceleration of such option is subject to other limitations imposed by
the Plan Administrator. |
| 2.3.2 | All outstanding repurchase rights under the Option Grant Program shall also terminate automatically, and
the shares of Common Stock subject to those terminated rights shall immediately become Vested Shares, in the event of any Change in Control,
except to the extent: (1) those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continued
in effect pursuant to the terms of the Change in Control transaction, (2) the property (including cash payments) issued with respect to
Unvested Shares is to be held in escrow and released in accordance with the vesting schedule in effect for the Unvested Shares pursuant
to the Change in Control transaction or (3) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator. |
| 2.3.3 | Immediately following the consummation of the Change in Control, all outstanding options shall terminate,
except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of
the Change in Control transaction. |
| 2.3.4 | Each option that is assumed in connection with a Change in Control or otherwise continued in effect shall
be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control, had the option been exercised immediately prior to such Change in
Control. Appropriate adjustments shall also be made to (1) the number and class of securities available for issuance under the Plan following
the consummation of such Change in Control and (2) the exercise price payable per share under each outstanding option, provided
the aggregate exercise price payable for such securities shall remain the same. To the extent the holders of the Common Stock receive
cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with
the assumption of the outstanding options under this Plan, substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in such Change in Control. |
| 2.3.5 | The Plan Administrator shall have the discretion, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to structure one or more options so that the option shall become immediately exercisable
and some or all of the shares subject to those options shall automatically become Vested Shares (and some or all of the repurchase rights
of the Corporation with respect to the Unvested Shares subject to those options shall immediately terminate) upon the occurrence of a
Change in Control or another specified event, or the Optionee’s Involuntary Termination within a designated period following a specified
event. |
| 2.3.6 | In addition, the Plan Administrator may provide that one or more of the Corporation’s outstanding
repurchase rights with respect to some or all of the shares held by the Optionee at the time of a Change in Control or other specified
event, or the Optionee’s Involuntary Termination following a specified event, shall immediately terminate on an accelerated basis,
and the shares subject to those terminated rights shall become Vested Shares at that time. |
| 2.3.7 | The portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable
as an Incentive Option only to the extent the applicable $100,000 limitation set forth in Section 2.2.2 is not exceeded. To the extent
such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the federal
tax laws. |
| 2.4 | CANCELLATION AND REGRANT OF OPTIONS |
The Plan Administrator shall
have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of
any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or different number
of shares of Common Stock.
ARTICLE THREE
STOCK ISSUANCE PROGRAM
| 3.1.1 | Stock Awards. Each stock bonus agreement and restricted stock purchase agreement shall be
in such form and shall contain such terms and conditions as the Board or Committee shall deem appropriate. The term and conditions as
the Board shall deem appropriate. The terms and conditions of such stock bonus and restricted stock purchase agreements may change from
time to time, and the terms and conditions of separate stock bonus or restricted stock purchase agreements need not be identical, but
each stock bonus and restricted stock purchase agreement shall be subject to the terms and conditions of the Plan. |
| (a) | The Plan Administrator shall fix the purchase price per share, subject to any requirements of U.S. federal
and state securities laws. |
| (b) | Shares of Common Stock may be issued under the Stock Issuance Program for any of the following items of
consideration which the Plan Administrator may deem appropriate in each individual instance: |
| (i) | cash or check made payable to the Corporation, |
| (ii) | past services rendered to the Corporation (or any Parent or Subsidiary), or |
| (iii) | a promissory note to the extent permitted by Section 4.1. |
| (a) | Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator,
be Vested Shares or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified
performance objectives. |
| (b) | Any new, substituted or additional securities or other property (including money paid other than as a
regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s Unvested Shares by
reason of any stock dividend, stock split, reverse stock split, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to
(a) the same vesting requirements applicable to the Participant’s Unvested Shares treated as if acquired on the same date as the
Unvested Shares and (b) such escrow arrangements as the Plan Administrator shall deem appropriate. |
| (c) | The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to
the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly,
the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. |
| (d) | Should the Participant cease to remain in Service while holding one or more Unvested Shares issued under
the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such Unvested Shares, then
the Corporation shall have the right to repurchase the Unvested Shares at the lower of (a) the purchase price paid per share or
(b) the Fair Market Value per share on the date Participant’s Service ceased or the performance objective was not attained. The
terms upon which such repurchase right shall be exercisable shall be established by the Plan Administrator and set forth in the document
evidencing such repurchase right. Any repurchase must be made in compliance with applicable law. |
| (e) | The Plan Administrator may in its discretion waive the surrender and cancellation of one or more Unvested
Shares (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to
those shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to
which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s Service ceases or he
or she attains the applicable performance objectives. |
| 3.2.1 | Upon the occurrence of a Change in Control, all outstanding repurchase rights under the Stock Issuance
Program shall terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately become Vested
Shares, except to the extent: (1) those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continued
in effect pursuant to the terms of the Change in Control transaction, (2) the property (including cash payments) issued with respect to
the Unvested Shares is held in escrow and released in accordance with the vesting schedule in effect for the Unvested Shares pursuant
to the terms of the Change in Control transaction, or (3) such accelerated vesting is precluded by other limitations imposed by the Plan
Administrator. |
| 3.2.2 | The Plan Administrator shall have the discretionary authority, exercisable either at the time the Unvested
Shares are issued or any time while the Corporation’s repurchase rights with respect to those shares remain outstanding, to provide
that those rights shall automatically terminate in whole or in part on an accelerated basis, and some or all of the shares of Common Stock
subject to those terminated rights shall immediately become Vested Shares, in the event of a Change of Control or other event or the Participant’s
Service is terminated by reason of an Involuntary Termination within a designated period following a Change in Control or any other specified
event. |
ARTICLE FOUR
MISCELLANEOUS
The Plan Administrator may
permit any Optionee or Participant to pay the option exercise price under the Option Grant Program or the purchase price for shares issued
under the Stock Issuance Program by delivering a full-recourse, interest bearing promissory note secured by the purchased shares. The
Plan Administrator, after considering the potential adverse tax and accounting consequences, shall set the remaining terms of the note.
In no event may the maximum credit available to the Optionee or Participant exceed the sum of (A) the aggregate option exercise price
or purchase price payable for the purchased shares (less the par value of those shares) plus (B) any applicable income and employment
tax liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase.
Upon the grant of options
or shares, the Corporation may impose a right of first refusal with respect to any proposed disposition by the Optionee or Participant
(or any successor in interest) of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable and
lapse in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right.
Unvested Shares may, in the
Plan Administrator’s discretion, be held in escrow by the Corporation until the Unvested Shares vest or may be issued directly to
the Participant or Optionee with restrictive legends on the certificates evidencing the fact that the Participant or Optionee does not
have a vested right to them.
| 4.4 | EFFECTIVE DATE AND TERM OF PLAN |
| 4.4.1 | The Plan shall become effective when adopted by the Board, but no Incentive Stock Options granted under
the Plan may be exercised until the Corporation’s stockholders approve the Plan. Subject to such limitation, the Plan Administrator
may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for
termination of the Plan. |
| 4.4.2 | The Plan shall terminate upon the earlier of (1) the expiration of the ten year period measured
from the date the Plan is adopted by the Board or (2) termination by the Board. All options and unvested stock issuances outstanding at
the time of the termination of the Plan shall continue in effect in accordance with the provisions of the documents evidencing those options
or issuances. |
| 4.5 | AMENDMENT OR TERMINATION OF THE PLAN |
| 4.5.1 | The Board shall have complete and exclusive power and authority to amend or terminate the Plan or any
awards made thereunder in any or all respects. However, no such amendment or termination shall adversely affect the rights and obligations
with respect to options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents
to such amendment or termination. In addition, certain amendments may require stockholder approval pursuant to applicable laws and regulations. |
| 4.5.2 | Although there may be adverse accounting consequences to doing so, options may be granted under the Option
Grant Program and shares may be issued under the Stock Issuance Program which are in each instance in excess of the number of shares of
Common Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held
in escrow until there is obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan. If such stockholder approval is not obtained within twelve months after the date the first such excess grants
or issuances are made, then (1) any unexercised options granted on the basis of such excess shares shall terminate and (2) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or purchase price paid for any excess shares issued under
the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled. |
Any cash proceeds received
by the Corporation from the sale of shares of Common Stock under the Plan shall be used for any corporate purpose.
The Corporation’s obligation
to deliver shares of Common Stock upon the exercise of any options granted under the Plan or upon the issuance or vesting of any shares
issued under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.
The implementation of the
Plan, the granting of any options under the Plan and the issuance of any shares of Common Stock (A) upon the exercise of any option or
(B) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant
to it.
| 4.9 | NO EMPLOYMENT OR SERVICE RIGHTS |
Nothing in the Plan shall
confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time
for any reason, with or without cause.
The Plan and all Agreements
shall be construed in accordance with and governed by the laws of the State of Delaware.
Adopted by the Board of Directors on March 22, 2023
APPENDIX
The following definitions
shall be in effect under the Plan:
A. Board
shall mean the Corporation’s Board of Directors.
B. Change in
Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:
(i) a stockholder-approved merger, consolidation or other reorganization in which securities representing more than 50% of the total combined
voting power of the Corporation’s outstanding securities are beneficially owned, directly or indirectly, by a person or persons
different from the person or persons who beneficially owned those securities immediately prior to such transaction;
(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets; or
(iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within
the meaning of Rule 13-d3 of the 1934 Act) of securities possessing more than 50% of the total combined voting power of the Corporation’s
outstanding securities from a person or persons other than the Corporation.
In no event shall any public
offering of the Corporation’s securities be deemed to constitute a Change in Control. In no event shall a merger of the Corporation’s
Parent with the Corporation constitute a Change in Control.
C. Code shall
mean the Internal Revenue Code of 1986, as amended.
D. Committee
shall mean a committee of one or more Board members appointed by the Board to exercise one or more administrative functions under the
Plan.
E. Common Stock
shall mean the Corporation’s common stock.
F. Corporation
shall mean Network CN Inc., a Delaware corporation, or the successor to all or substantially all of the assets or the voting stock of
Network CN Inc. which has assumed the Plan.
G. Disability
shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that is expected to result in death or has lasted or can be expected to last for a continuous period of
twelve months or more.
H. Employee
shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of
the employer entity as to both the work to be performed and the manner and method of performance.
I. Exercise
Date shall mean the date on which the option has been exercised in accordance with the applicable option documentation.
J. Fair
Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:
(i) If the Common
Stock is at the time listed on the Nasdaq Stock Market, then the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq Stock Market
and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(ii)
If the Common Stock is at the time listed on any stock exchange, then the Fair Market Value shall be the closing selling price per share
of Common Stock on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for the Common
Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal.
If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
(iii)
If the sales prices of the Common Stock is at the time quoted in the over-the-counter market on the electronic bulletin board, the last
reported sales price or, if no such price is reported for such security, the average of the bid prices of all market makers for such security
as reported in the “pink sheets” by the National Quotation Bureau, Inc., in each case for such date or, is such date was not
a trading day for such security, on the next preceding date that was a trading day.
(iv) If
the Common Stock is at the time neither listed on any stock exchange or the Nasdaq Stock Market or quoted in the over-the-counter market
on the electronic bulletin board or in the “pink sheets” by the National Quotation Bureau, Inc., then the Fair Market Value
shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate
but shall be determined without regard to any restriction other than a restriction which, by its term will never lapse.
K. Incentive Option
shall mean an option that satisfies the requirements of Code Section 422.
L. Involuntary
Termination shall mean the termination of the Service of any individual which occurs by reason of:
(i) such
individual’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons other than Misconduct,
or
(ii) such individual’s
voluntary resignation following (A) a change in his or her position with the Corporation (or any Parent or Subsidiary) which materially
reduces his or her duties and responsibilities, (B) a reduction in his or her base salary by more than 15%, unless the base salaries of
all similarly situated individuals are reduced by the Corporation or any Parent or Subsidiary employing the individual, or (C) a relocation
of such individual’s place of employment by more than fifty miles, provided and only if such change, reduction or relocation
is effected without the individual’s written consent.
M. Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner;
provided, however, that if the term or concept has been defined in an employment agreement between the Corporation and the
Optionee or Participant, then Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall
not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant
or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or
omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.
N. 1934 Act
shall mean the Securities Exchange Act of 1934, as amended.
O. Non-Statutory Option
shall mean an option that does not satisfy the requirements of Code Section 422.
P. Option Grant Program
shall mean the option grant program in effect under the Plan.
Q. Optionee
shall mean any person to whom an option is granted under the Plan.
R. Parent shall
mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation
in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.
S. Participant
shall mean any person who is issued shares of Common Stock under the Stock Issuance Program.
T. Plan shall
mean the Network CN Inc. 2007 Stock Option/Stock Issuance Plan, as set forth in this document.
U. Plan Administrator
shall mean either the Board or the Committee acting in its capacity as administrator of the Plan.
V. Service
shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, a member
of the board of directors or an independent contractor, except to the extent otherwise specifically provided in the documents evidencing
the option grant.
W. Stock Issuance Agreement
shall mean the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under the
Stock Issuance Program.
X. Stock Issuance Program
shall mean the stock issuance program in effect under the Plan.
Y. Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
Z. 10% Stockholder
shall mean the owner of stock (after taking into account the constructive ownership rules of Section 424(d) of the Code) possessing more
than 10% of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).
AA. Unvested Shares
shall mean shares of Common Stock which have not vested in accordance with the vesting schedule applicable to those shares or any special
vesting acceleration provisions and which are subject to the Corporation’s repurchase right.
BB. Vested Shares
shall mean shares of Common Stock which have vested in accordance with the vesting schedule applicable to those shares or any special
vesting acceleration provisions and which are no longer subject to the Corporation’s repurchase right.
Exhibit 5.1
 |
Scott C. Kline, Esq.
Kline Law Group PC
15615 Alton Parkway, Suite 450
Irvine, CA 92618
T – 949.271.6355
Admitted to practice in California |
January 18, 2024
Network CN Inc.
Unit 705B, 7th FL
New East Ocean Centre
9 Science Museum Road, TST, KLN
Hong Kong
| |
Re: |
Network CN Inc./Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special Nevada
counsel to Network CN Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of
10,000,000 shares (the “Shares”) of its common stock, $0.001 par value (the “Common Stock”) that have or may be
issued pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”) on Form S-8 (the “Registration Statement”)
under the Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange Commission (“Commission”).
For purposes of these opinions,
we have examined originals or copies of:
(a) the Registration Statement;
(b) the Amended and Restated Certificate of Incorporation of the Company
as filed with the Secretary of State of Delaware on July 27, 2009, and the Certificate of Amendment of Certificate of Incorporation of
the Company as filed with the Secretary of State of Delaware on March 28, 2022 and the Certificate of Correction as filed with the Secretary
of State of Delaware on September 13, 2023;
(c) the Amended and Restated
Bylaws of the Company as adopted on January 30, 2006;
(d) the Plan;
(e) forms of agreements for
the grant of awards under the Plan; and
(f) certain actions of the
Board of Directors and stockholders of the Company relating to the adoption of the Plan, the issuance of awards under the Plan, the registration
of the Shares under the Securities Act, and such other matters as relevant.
We also have examined originals
or copies of such records of the Company and other documents, certificates, and records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein.
In our examination we have
assumed:
(a) the legal capacity and
competency of all natural persons executing the documents;
(b) the genuineness of all
signatures on the documents;
(c) the authenticity of all
documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies;
Network CN, Inc.
January 18, 2024
Page 2 of 3
(d) that the parties to such
documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder;
(e) that such documents are
enforceable in accordance with their terms;
(f) that at the time of issuance
of any Shares, the Company validly exists and is duly qualified and in good standing under the laws of Delaware; and
(g) other than with respect
to the Company, the due authorization by all requisite action, corporate or other, of the execution and delivery by all parties of the
documents, and the validity and binding effect thereof on such parties.
We have relied upon the accuracy
and completeness of the information, factual matters, representations, and warranties contained in such documents.
In rendering the opinions
set forth below, we have also assumed that:
(a) at or prior to the time
of issuance and delivery, the Shares will be registered by the transfer agent and registrar of such Shares;
(b) the Company will keep
reserved a sufficient number of shares of its Common Stock to satisfy its obligations for issuances of Shares under the Plan;
(c) upon issuance of any of
the Shares, the total number of shares of the Company’s Common Stock issued and outstanding will not exceed the total number of
shares of Common Stock that the Company is then authorized to issue under its Articles of Incorporation; and
(d) each stock grant, stock
option, or other security exercisable or exchangeable for a Share under the Plan has been, or will be, duly authorized, validly granted,
and duly exercised or exchanged in accordance with the terms of the Plan, at the time of any grant of a Share or exercise of such stock
option or other security under the Plan.
The opinions set forth below
are also subject to the further qualification that the enforcement of any agreements or instruments referenced herein and to which the
Company is a party may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’
rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or
at law).
Based on the foregoing and
in reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(a) the Shares that have been
or may be issued under the Plan are duly authorized shares of the Company’s Common Stock; and
(b) if, as, and when issued
against receipt of the consideration therefor in accordance with the provisions of the Plan and in accordance with the Registration Statement,
the Shares will be validly issued, fully paid, and nonassessable.
The opinions expressed herein
are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We
disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law
that may come to our attention after the date the Registration Statement is declared effective.
Members of the Firm are admitted
to practice in California, but not admitted to practice in the State of Nevada. However, we are generally familiar with the General Corporation
Law of the State of Nevada (the “NGCL”) as presently in effect and we have made such inquiries with respect thereto as we
consider necessary to render this opinion with respect to a Nevada corporation.
Scott C. Kline, Esq.
Kline Law Group PC
15615 Alton Parkway, Suite 450, Irvine, CA 92618
Network CN, Inc.
January 18, 2024
Page 3 of 3
This opinion letter is limited
to the current federal laws of the United States and, to the limited extent set forth above, the NGCL, as such laws presently exist and
to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.
We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof
by legislative action, judicial decision or otherwise.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal
Matters” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Scott C. Kline |
| |
|
| |
Kline Law Group PC |
Scott C. Kline, Esq.
Kline Law Group PC
15615 Alton Parkway, Suite 450, Irvine, CA 92618
Exhibit 23.1
 |
Gries & Associates, LLC
Certified Public Accountants
501 S. Cherry Street Ste 1100
Denver, Colorado 80246 |
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our Auditor’s Report, dated
April 13, 2023, on the financial statements of Network CN, Inc. as of December 31, 2022 and 2021, and for the years then ended in the
Registration Statement on Form S-8 filed pursuant to Rule 462 (b) of the Securities Act of 1933. We also consent to the application of
such report to the financial information in the Registration Statement, when such information is read in conjunction with the financial
statements referred to in our report. Further, we consent to being named as an “expert” in auditing and accounting in the
registration statement.
Denver, Colorado
PCAOB # 6778
January 18, 2024
blaze@griesandassociates.com
501 S. Cherry Street Suite 1100, Denver, Colorado
80246
(O)720-464-2875 (M)773-255-5631 (F)720-222-5846
Page | 1
Exhibit 107
CALCULATION OF REGISTRATION
FEE
Securities
Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount
Registered (1) | | |
Proposed Maximum
Offering Price Per Unit (2) | | |
Maximum Aggregate Offering Price (2) | | |
Fee Rate | | |
Amount of Registration
Fee | |
| Equity | |
Common Stock, $0.001 par value per share | |
Rule 457(c) and Rule 457(h) | |
| 10,000,000 | | |
$ | 0.0383 | | |
$ | 383,000 | | |
| 0.00014760 | | |
$ | 56.53 | |
| Total offering Amounts | | |
| | | |
$ | 383,000 | | |
| | | |
$ | 56.53 | |
| Total Fee Offsets |
|
|
| | | |
| | | |
| | | |
$ | - | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 56.53 | |
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement shall also cover any additional securities that become issuable by reason of any stock dividend, stock split, recapitalization
or other similar transaction. |
| (2) | Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(c) and Rule 457(h)(1) and based
upon the average of the high and low sale prices on January 17, 2024 as reported by the Over The Counter Bulletin Board. |
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