Securities Registration: Employee Benefit Plan (s-8)
09 Septembre 2020 - 2:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
LUDUSON G INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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42-1772663
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer identification No.)
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17/F, 80 Gloucester Road
Wanchai, Hong Kong
(Address of principal executive offices)
Marketing Consultancy Agreement with
Chong Un Chi, dated May 1, 2020
Marketing Consultancy Agreement with
Wong Siu Hung, dated May 1, 2020
Programming Consultancy Agreement with
Chan Si In, dated May 1, 2020
Programming Consultancy Agreement with
Chou In Kei, dated May 1, 2020
Programming Consultancy Agreement with
Lai Chi Tong, dated May 1, 2020
(Full title of plans)
Ka Leung
Wong, Chief Executive Officer,
17/F, 80 Gloucester Road
Wanchai, Hong Kong
(Name and address of agent for service)
+852 2119 1031
(Telephone number, including area code of agent for service)
Copies of all communications, including
all communications sent to agent for service to:
Jenny Chen-Drake, Esq.
Chen-Drake Law, PC
8491 Sunset Boulevard, Suite 368
West Hollywood, CA 90069
Telephone: (310) 358-0104
Facsimile: (888) 896-7763
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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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 Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
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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 (2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration
fee
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Common Stock, par value $0.0001 per share (3)
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2,500,000
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$0.13
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$325,000
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$42.19
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of Luduson G Inc., a Delaware corporation (the “Registrant” or the “Company”), which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s common stock.
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(2)
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Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the average high and low sales price of the Registrant’s common stock as reported on the OTC Pink on September 9, 2020.
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(3)
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Represents shares of the Company’s common stock to be issued to Chong Un Chi, Wong Siu Hung, Chan Si In, Chou In Kei and Lai Chi Tong (the “Consultants”) pursuant to certain consulting contracts between the Company and the Consultants.
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The date of this prospectus is September
9, 2020
EXPLANATORY NOTE
This Registration Statement is being filed
by Luduson G Inc.. (the “Company”) in accordance with the requirements of Form S-8 under the Securities Act of
1933, as amended (the “Securities Act”) in order to register Two Million Five Hundred Thousand (2,500,000) shares
of the Company’s common stock, par value $0.0001 per share (“Common Stock”), the amount of shares issuable under
the Programming and Marketing Consultancy Agreements between the Company and the Consultants (each, a “Consultancy Agreement”,
and collectively, the “Consultancy Agreements”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1.
Plan Information.
The Company will provide the Consultants
with documents that contain information related to the Consultancy Agreements and other information including, but not limited
to, the disclosure required by Item 1 of Form S-8, which information is not required to be and are not being filed as a part of
this Registration Statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. 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.
Item 2.
Registrant Information and Employee
Plan Annual Information.
We will provide to the Consultants a written
statement advising 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 request by contacting:
Ka Leung Wong
17/F, 80 Gloucester Road
Wanchai, Hong Kong
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents
filed by Luduson G Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”)
are incorporated by reference in this Registration Statement (excluding any portions of such documents that have been “furnished”
but not “filed” for the purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”))
except to the extent any statement or information therein is modified, superseded or replaced by a statement or information contained
in this document or in any other subsequently filed document incorporated herein by reference:
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(a)
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The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Commission on April 21, 2020;
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(b)
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The Company's current report on Form 8-K, as filed with the Commission on May 8, 2020;
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(c)
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The Company's quarterly report on Form 10-Q, as filed with the Commission on May 12, 2020;
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(d)
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The Company's current report on Form 8-K, as filed with the Commission on May 22, 2020;
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(e)
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The Company's preliminary information statement on Schedule 14, as filed with the Commission on May 29, 2020;
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(f)
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The Company's definitive information statement on Schedule 14C, as filed with the Commission on June 8, 2020;
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(g)
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The Company's current report on Form 8-K, as filed with the Commission on August 10, 2020; and
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(h)
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The Company's quarterly report on Form 10-Q, as filed with the Commission on August 14, 2020;
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(i)
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The description of the Company’s common stock contained in the Company's current report on Form 8-K, as filed with the Commission on May 22, 2020.
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All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in the registration statement and to be part thereof 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 incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Jenny Chen-Drake, the attorney rendering
the legal opinion attached hereto as Exhibit 5.1, owns 100,000 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
The Company is incorporated
under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation
to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation
or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law, which relates to unlawful payment of dividends
and unlawful stock purchases and redemptions; or (iv) for any transaction from which the director derived an improper personal
benefit.
Section 145 of
the Delaware General Corporation Law provides that a corporation may indemnify any persons who were, are or are threatened to be
made, parties 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 such corporation), by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 145 of
the Delaware General Corporation Law further authorizes a corporation to purchase and maintain insurance on behalf of any person
who 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 or enterprise, against any liability asserted against him and
incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145 of the Delaware General Corporation Law.
The Company’s
amended and restated certificate of incorporation provides that its directors shall not be liable to it or to its stockholders
for monetary damages for breach of fiduciary duty as a director, subject to certain limited exceptions. In addition,
the Company’s amended and restated certificate of incorporation provides that it shall be entitled to indemnify its directors
and officers to the maximum extent permitted by the laws of the State of Delaware.
The Company intends
to enter into separate indemnification agreements with its directors and executive officers to provide these directors and executive
officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s amended
and restated certificate of incorporation and bylaws and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving a director or executive officer of the Company regarding which indemnification is sought.
The indemnification provisions in the Company’s amended and restated certificate of incorporation, bylaws and the indemnification
agreements to be entered into between the Company and each of its directors and executive officers may be sufficiently broad to
permit indemnification of the Company’s directors and executive officers for liabilities arising under the Securities Act.
The Registrant hopes
to carry liability insurance for its directors and officers in the future.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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Exhibit
No.
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Description
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5.1
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Opinion of Chen-Drake Law Group, PC
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10.1
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Marketing Consultancy Agreement with Chong Un Chi, dated May 1, 2020
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10.2
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Marketing Consultancy Agreement with Wong Siu Hung, dated May 1, 2020
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10.3
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Programming Consultancy Agreement with Chan Si In, dated May 1, 2020
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10.4
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Programming Consultancy Agreement with Chou In Kei, dated May 1, 2020
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10.5
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Programming Consultancy Agreement with Lai Chi Tong, dated May 1, 2020
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23.1
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Consent of Kenne Ruan, PCA, P.C.
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23.2
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Consent of Total Asia Associates PLT
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23.3
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Consent of Chen-Drake Law Group PC (filed as part of Exhibit 5.1)
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24.1
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Power of Attorney (included under Signatures and Power of Attorney)
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Item 9. Undertakings
The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by of the Securities Act of 1933;
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(ii)
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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 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; and
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(iii)
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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;
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provided however, that: paragraphs
(1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the 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.
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(2)
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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.
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(3)
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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.
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The undersigned registrant
hereby undertakes that, 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.
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, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Hong Kong on September 9, 2020.
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LUDUSON G INC.
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By:
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/s/ Ka Leung Wong
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Ka Leung Wong
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Ka Leung Wong as his attorney-in-fact, with full
power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, or their 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.
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Signature
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Title
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Date
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/s/ Ka Leung Wong
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Chief Executive Officer and Director
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September 9, 2020
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Ka Leung Wong
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/s/ Lan
Chan
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Chief Financial Officer, Chief Operating Officer,
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September 9, 2020
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Lan Chan
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Secretary and Director
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Luduson G (PK) (USOTC:LDSN)
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