As
filed with the Securities and Exchange Commission on July 18, 2018
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SHARING
ECONOMY INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
Nevada
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90-0648920
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, China 214181
(86)
51083397559
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jianhua
Wu
Chief
Executive Officer
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, China 214181
(86)
51083397559
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Lawrence
Venick
Loeb
& Loeb LLP
21st
Floor, CCB Tower
3
Connaught Road Central
Hong
Kong
Telephone:
+852 3923 1111
Fax:
+852 3923 1100
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of the registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title
of Each Class 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 (2)
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Amount
of
Registration
Fee
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Common Stock,
par value $0.001 per share
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-
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Preferred
Stock, par value $0.001 per share
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Warrants
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Units
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Total
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$
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50,000,000
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$
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6,225
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(3)(4)
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(1)
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We
are registering an indeterminate number of shares of common stock, preferred stock, warrants to purchase common stock and/or
preferred stock and/or units, each of which may be offered from time to time at prices to be determined at the time of any
such offering. The aggregate offering price of these securities will not exceed $50,000,000. Any securities registered hereunder
may be sold separately from, or together in the same offering with, other securities registered hereunder. In addition, pursuant
to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of
common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock
splits, stock dividends or similar transactions.
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(2)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class
of security in reliance on Rule 457(o) under the Securities Act of 1933 and General Instruction II.D of Form S-3 under the
Securities Act of 1933.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act of 1933.
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(4)
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Consisting
of some or all of the securities listed above, in any combination, including common stock, preferred stock, warrants and units.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JULY 18, 2018
PROSPECTUS
SHARING
ECONOMY INTERNATIONAL INC.
$50,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may, from time to time in one or more offerings, offer and sell up to $50,000,000 in the aggregate of common stock, preferred
stock, warrants to purchase common stock or preferred stock, or any combination of the foregoing, either individually or as units
comprised of one or more of the other securities.
This
prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities
offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided
to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may add, update or
change information contained in this prospectus. You should read carefully this prospectus, the applicable prospectus supplement
and any related free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference, before
you invest in any of our securities.
This prospectus may not be used to offer or sell any securities unless accompanied by
the applicable prospectus supplement.
Our common stock is traded
on The Nasdaq Capital Market under the symbol “SEII.” On July 17, 2018, the last reported sale price for our common
stock was $3.86 per share. As of that date, the aggregate market value of our outstanding common stock held by non-affiliates was
approximately $22,009,036.80 based on 6,457,572 shares of our outstanding common stock, of which approximately 5,701,823 shares
were held by non-affiliates. Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell the securities covered
hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our common stock
in any 12-month period so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below
$75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any
securities pursuant to General Instruction I.B.6 of Form S-3.
Investing
in our securities involves a high degree of risk. See “Risk Factors” on page 4 of this prospectus and in the
documents incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, any related free
writing prospectus and other future filings we make with the Securities and Exchange Commission that are incorporated by
reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our
securities.
We
may sell these securities directly to investors, through agents designated from time to time or to or through underwriters or
dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being
delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement.
The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in
a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2018.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the
Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process. Under this shelf
registration process, we may from time to time sell common stock, preferred stock or warrants to purchase common stock or preferred
stock, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities,
in one or more offerings up to a total dollar amount of $50,000,000. We have provided to you in this prospectus a general description
of the securities we may offer. Each time we sell securities under this shelf registration, we will, to the extent required by
law, provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update
or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus.
To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any related
free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus;
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date
– for example, a document filed after the date of this prospectus and incorporated by reference into this prospectus or
any prospectus supplement or any related free writing prospectus – the statement in the document having the later date modifies
or supersedes the earlier statement
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus
that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated
by reference in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize
to be provided to you. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus
and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial
condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable
prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As
permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information
not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at its website
or at its offices described below under “Where You Can Find More Information.”
Unless
the context otherwise requires, all references in this prospectus to “SEII,” “we,” “us,” “our,”
“the Company” or similar words refer to Sharing Economy International Inc., together with our subsidiaries.
ABOUT
SEII
Overview
W
e
are engaged in the manufacture and sales of textile dyeing and finishing machines and sharing economy businesses.
Through
December 30, 2016, we operated in the forged rolled rings and related components segment, in which we manufactured and sold precision
forged rolled rings, shafts, flanges, and other forged components for the energy industry including wind power and other industries.
On December 30, 2016, we sold the stock in the entity that was engaged in the forged rolled rings and related components segment.
Accordingly, the forged rolled rings and related components business is reflected as discontinued operations for all periods presented.
During
2016, we manufactured and sold petroleum and chemical equipment. We referred to this business as our petroleum and chemical equipment
business. Because of a significant decline in revenues from this business, we determined that we would not continue to operate
in this segment and accordingly, we reflect the operations of the petroleum and chemical equipment segment as discontinued operations
for all periods presented
.
Through
our dyeing and finishing equipment segment, we design, manufacture and distribute a line of proprietary high and low temperature
dyeing and finishing machinery to the textile industry. Our products feature a high degree of both automation and mechanical-electrical
integration. Our products are used in dyeing yarns such as pure cotton, cotton-polyester, terylene, polyester wool, poly-acrylic
fiber, nylon, cotton ramie, and wool yarn. We are continuing to seek to utilize our expertise in manufacturing precision products
to meet demand in new and existing end markets.
We
design and produce airflow dyeing machines, which use air instead of water. Water is used in the traditional dyeing process. We
believe that our air-flow technology, which is designed to enable users to meet the stricter environmental standards, results
in reduced input costs, fewer wrinkles, less damage to the textile, and reduced emissions. The Chinese government requires textile
manufacturers to phase out older machinery that does not meet the new environmental standards, which, we believe will increase
the need for equipment that complies there the Chinese government standards. Although our revenue from this segment declined in
2016, in the long-term we expect to increase our revenue from this segment. Our new after-treatment drying and compacting machine
is used in the final finishing of knitted material, such as cotton, and is designed to improve the softness, reduce shrinkage
and ensure better dimensional stability. We developed a new garment washing machine for denim. Made of stainless steel and customized
for use by Chinese jeans manufacturers, the machine is capable of stone wash, enzyme wash and other water washing techniques.
In
August 2016, we purchased a patent technology use right for a ten-year term from a third party. The patent covers ozone-ultrasonic
textile dyeing equipment. We believe this patent technology will allow us to develop next generation dyeing and finishing equipment
that will appeal to textile manufacturers in China as well as Southeastern Asia, particularly Vietnam and Bangladesh. We have
developed a few prototypes based on this patent technology and have begun taking orders in small quantities.
On
December 26, 2016, Dyeing and an unrelated individual formed Wuxi Shengxin New Energy Engineering Co., Ltd. (“Shengxin”),
a limited liability company organized under the laws of the PRC in which Dyeing has a 30% equity interest and the unrelated third
party holds a 70% interest, pursuant to an agreement dated December 23, 2016. Shengxin intends to develop, construct and maintain
photovoltaic power generation projects, known as solar farms, in China, mainly in the provinces of GuiZhou and YunNan. At December
31, 2016, Shengxin had not yet commenced operations. During the project construction period, we will have the priority to provide
components and equipment such as: solar racking and mounting systems for the projects under the same conditions as the other vendors.
During 2017, Shengxin has located a number of projects and also has discussions with various local government entities and incurred
minor expenses in 2017 including due diligence expenses, land survey expenses and other miscellaneous expenses related to these
potential projects. However, given the decrease in the Chinese government subsidies for utility scale solar projects in 2017 as
well as the high cost of solar components, Shengxin has not been able to locate any project which it believes could yield an expected
leveraged internal rate of return of higher than 12%. Accordingly, Shengxin has not invested into any solar projects.
Throughout
2017, we made significant changes in the overall direction of the Company. Given the headwinds affecting our manufacturing business,
we are targeting high growth opportunities and have established new business divisions to focus on the development of sharing
economy platforms and related rental businesses within the company. These initiatives are still in an early stage. We did not
generate significant revenues from our sharing economy business initiatives in 2017.
Corporate
Information
We
are a Nevada corporation. We were incorporated in Delaware on June 24, 1987 under the name Malex, Inc. We changed our corporate
name to China Wind Systems, Inc. on December 18, 2007. On June 13, 2011, we changed our corporate name to Cleantech Solutions
International, Inc. On August 7, 2012, we were converted into a Nevada corporation. On January 8, 2018, Nasdaq approved our corporate
name change to Sharing Economy International Inc.
Our
principal executive offices are located at No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province,
China 214181. Our telephone number at this address is (86) 51083397559. We make available free of charge through our website our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained
in, or that can be accessed through, our website is not part of this prospectus or any prospectus supplement.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors”
described in our most recent annual report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q
and current reports on Form 8-K that we have filed with the SEC, together with all other information contained or incorporated
by reference in this prospectus and any applicable prospectus supplement and in any related free writing prospectus in connection
with a specific offering, before making an investment decision. Each of the risk factors could materially and adversely affect
our business, operating results, financial condition and prospects, as well as the value of an investment in our securities, and
the occurrence of any of these risks might cause you to lose all or part of your investment.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other
than statements of historical fact, included or incorporated by reference in this prospectus regarding our business strategy,
future operations, projected financial position, potential strategic transactions, proposed distribution channels, projected sales
growth, proposed new products, estimated future revenues, cash flows and profitability, projected costs, potential sources of
additional capital, future prospects, future economic conditions, the future of our industry and results that might be obtained
by pursuing management’s current plans and objectives are forward-looking statements. The words “believe,” “anticipate,”
“estimate,” “plan,” “expect,” “intend,” “may,” “could,”
“should,” “potential,” “likely,” “projects,” “continue,” “will,”
and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. Forward-looking statements reflect our current views with respect to future events,
are based on assumptions and are subject to risks and uncertainties. We cannot guarantee that we actually will achieve the plans,
intentions or expectations expressed in our forward-looking statements and you should not place undue reliance on these statements.
There are a number of important factors that could cause our actual results to differ materially from those indicated or implied
by forward-looking statements. These important factors include those discussed under the heading “Risk Factors” contained
or incorporated by reference in this prospectus and in the applicable prospectus supplement and any free writing prospectus we
may authorize for use in connection with a specific offering. These factors and the other cautionary statements made in this prospectus
should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. Except as
required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
USE
OF PROCEEDS
Except
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently
intend to use the net proceeds from the sale of the securities offered under this prospectus to fund the growth of our business,
primarily working capital, and for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest
in technologies, products and/or businesses that we believe will enhance the value of our Company, although we have no current
commitments or agreements with respect to any such transactions as of the date of this prospectus. We have not determined the
amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion
in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application
of the proceeds of any sale of the securities. If a material part of the net proceeds is to be used to repay indebtedness, we
will set forth the interest rate and maturity of such indebtedness in a prospectus supplement. Pending use of the net proceeds,
we intend to invest the proceeds in investment-grade, interest-bearing securities.
DILUTION
If
required, we will set forth in a prospectus supplement the following information regarding any material dilution of the equity
interests of investors purchasing securities in an offering under this prospectus:
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the
net tangible book value per share of our equity securities before and after the offering;
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the
amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the
offering; and
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the
amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION
OF COMMON STOCK AND PREFERRED STOCK
The
following description of our common stock and preferred stock, together with any additional information we include in any applicable
prospectus supplement or any related free writing prospectus, summarizes the material terms and provisions of our common stock
and the preferred stock that we may offer under this prospectus. While the terms we have summarized below will apply generally
to any future common stock or preferred stock that we may offer, we will describe the particular terms of any class or series
of these securities in more detail in the applicable prospectus supplement. For the complete terms of our common stock and preferred
stock, please refer to our articles of incorporation and our bylaws, as amended, that are incorporated by reference into the registration
statement of which this prospectus is a part or may be incorporated by reference in this prospectus or any applicable prospectus
supplement. The terms of these securities may also be affected by Nevada law. The summary below and that contained in any applicable
prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our articles of incorporation
and bylaws, as in effect at the time of any offering of securities under this prospectus. For information on how to obtain copies
of our articles of incorporation and bylaws, see “Where You Can Find More Information.”
Common
Stock
We
have 12,500,000 authorized shares of common stock, $.001 par value per share, of which 6,457,572 shares of common stock are
issued and outstanding as of the date of this prospectus. Each holder of shares of common stock is entitled to one vote per
share at stockholders’ meetings. Our articles of incorporation do not provide for cumulative voting for the election of
directors. Holders of shares of common stock are entitled to receive, pro rata, such dividends as may be declared by the
board of directors out of funds legally available therefor, and are also entitled to share, pro rata, in any other
distributions to the stockholders. Upon any liquidation, dissolution or winding-up, holders of shares of common stock are
entitled to share ratably in all assets remaining after payment of liabilities. Holders of shares of common stock do not have
any preemptive rights or other rights to subscribe for additional shares. The outstanding shares of common stock are paid
for, fully paid and non-assessable.
Securities
Exchange Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “SEII.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Empire Stock Transfer.
Preferred
Stock
As
of the date of this prospectus, our articles of incorporation authorize us to issue 10,000,000 shares of preferred stock, par
value $0.001 per share, none of which is currently designated or outstanding. Pursuant to our articles of incorporation, our board
of directors has the authority to provide for the issuance, in one or more series, of our authorized preferred stock and to fix
or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of our preferred stock. The
rights, privileges, preferences and restrictions of any such series of our preferred stock may be subordinated to, pari passu
with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption
or approval of matters by vote or written consent), or senior to any of those of any present or future class or series of preferred
stock or common stock. The issuance of preferred stock may have the effect of decreasing the market price of our common stock
and may adversely affect the voting power of holders of our common stock and reduce the likelihood that holders of our common
stock will receive dividend payments and payments upon liquidation.
The
particular terms of each class or series of preferred stock that we may offer under this prospectus, including redemption privileges,
liquidation preferences, voting rights, dividend rights and/or conversion rights, will be more fully described in the applicable
prospectus supplement relating to the preferred stock offered thereby. The rights, preferences, privileges and restrictions of
any series of preferred stock that we may offer under this prospectus will be set forth in the particular articles supplementary
that we would file with the State of Nevada. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from another report we file with the SEC, the form of any articles supplementary that
describe the terms of the series of preferred stock we may offer before the issuance of the related series of preferred stock.
The applicable prospectus supplement will specify the terms of the series of preferred stock we may offer, including, but not
limited to:
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the
distinctive designation and the maximum number of shares in the series;
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the
number of shares we are offering and purchase price per share;
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the
liquidation preference, if any;
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the
terms on which dividends, if any, will be paid;
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the
voting rights, if any, of the shares of the series;
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the
terms and conditions, if any, on which the shares of the series shall be convertible
into, or exchangeable for, shares of any other class or classes of capital stock;
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the
terms on which the shares may be redeemed, if at all;
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any
listing of the preferred stock on any securities exchange or market;
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a
discussion of any material United States federal income tax considerations applicable
to the preferred stock; and
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any
or all other preferences, rights, restrictions, including restrictions on transferability,
and qualifications of shares of the series.
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The
description of preferred stock above and the description of the terms of a particular series of preferred stock in any applicable
prospectus supplement are not complete. You should refer to the applicable articles supplementary for complete information.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants for the purchase of common stock or preferred stock. Warrants may be offered independently or together with
common stock or preferred stock offered by any prospectus supplement and may be attached to or separate from those securities.
While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will
describe in particular the terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement
and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the
terms described below.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
another report that we file with the SEC, the form of warrant and/or warrant agreement, which may include a form of warrant certificate,
as applicable, that describes the terms of the particular series of warrants we may offer before the issuance of the related series
of warrants. We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by
us. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material
provisions of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions
of the form of warrant and/or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge
you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant
and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may
include:
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the
title of such warrants;
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●
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the
aggregate number of such warrants;
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●
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the
price or prices at which such warrants will be issued;
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●
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the
currency or currencies (including composite currencies) in which the price of such warrants
may be payable;
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●
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the
terms of the securities purchasable upon exercise of such warrants and the procedures
and conditions relating to the exercise of such warrants;
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●
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the
price at which the securities purchasable upon exercise of such warrants may be purchased;
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●
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the
date on which the right to exercise such warrants will commence and the date on which
such right shall expire;
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●
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any
provisions for adjustment of the number or amount of securities receivable upon exercise
of the warrants or the exercise price of the warrants;
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●
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if
applicable, the minimum or maximum amount of such warrants that may be exercised at any
one time;
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●
|
if
applicable, the designation and terms of the securities with which such warrants are
issued and the number of such warrants issued with each such security;
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●
|
if
applicable, the date on and after which such warrants and the related securities will
be separately transferable;
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●
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information
with respect to book-entry procedures, if any;
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●
|
the
terms of any rights to redeem or call the warrants;
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●
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United
States federal income tax consequences of holding or exercising the warrants, if material;
and
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●
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any
other terms of such warrants, including terms, procedures and limitations relating to
the exchange or exercise of such warrants.
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Each
warrant will entitle its holder to purchase the number of shares of common stock or preferred stock at the exercise price set
forth in, or calculable as set forth in, the applicable prospectus supplement. The warrants may be exercised as set forth in the
prospectus supplement relating to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants
may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating
to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.
We
will specify the place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement
or warrant certificate and applicable prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as
applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other office,
including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable
upon such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate) are exercised,
a new warrant or a new warrant certificate, as applicable, will be issued for the remaining amount of warrants. If we so indicate
in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price
for warrants.
Prior
to the exercise of any warrants to purchase common stock or preferred stock, holders of the warrants will not have any of the
rights of holders of the common stock or preferred stock purchasable upon exercise, including the right to vote or to receive
any payments of dividends or payments upon our liquidation, dissolution or winding up on the common stock or preferred stock purchasable
upon exercise, if any.
Outstanding
Warrants
As
of the date of this prospectus, there were no outstanding warrants to purchase shares of our common stock.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplement, summarizes
the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series
of units in more detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units
offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally
change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus
at the time of its effectiveness.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
another report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under
this prospectus, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions
of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable
prospectus supplement and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements
that contain the terms of the units.
General
We
may issue units comprised of shares of common stock or preferred stock and warrants in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified
date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including, but not limited to:
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the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately;
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●
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any
provisions of the governing unit agreement that differ from those described below; and
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●
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or
of the securities comprising the units.
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The
provisions described in this section, as well as those described under “Description of Common Stock and Preferred Stock”
and “Description of Warrants” will apply to each unit and to any common stock, preferred stock or warrant included
in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
We
may enter into unit agreements with a unit agent. Each unit agent will act solely as our agent under the applicable unit agreement
and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company
may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default
by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or
otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder
of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
PLAN
OF DISTRIBUTION
We
may sell our securities in any one or more of the following ways from time to time:
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to
or through underwriters;
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through
brokers or dealers;
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in
“at the market offerings” within the meaning of Rule 415(a)(4) under the
Securities Act, to or through a market maker or into an existing trading market, on an
exchange or otherwise;
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directly
by us to purchasers, including through a specific bidding, auction or other process;
or
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through
a combination of any of these methods of sale.
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The
applicable prospectus supplement will contain the terms of the transaction, the name or names of any underwriters, dealers, agents
and the respective amounts of securities underwritten or purchased by them, the initial public offering price of the securities,
and the applicable agent’s commission, dealer’s purchase price or underwriter’s discount. Any dealers and agents
participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale
of the securities may be deemed to be underwriting discounts.
Any
initial offering price, dealer purchase price, discount or commission may be changed from time to time.
The
securities may be distributed from time to time in one or more transactions, at negotiated prices, at a fixed price or fixed prices
(that may be subject to change), at market prices prevailing at the time of sale, at various prices determined at the time of
sale or at prices related to prevailing market prices.
Offers
to purchase securities may be solicited directly by us or by agents designated by us from time to time. Unless otherwise indicated
in the prospectus supplement, any such agent will use its commercially reasonable efforts to solicit purchases for the period
of its appointment or to sell securities on a continuing basis. Agents may receive compensation in the form of commissions, discounts
or concessions from us. Agents may also receive compensation from the purchasers of the securities for whom they sell as principals.
Each particular agent will receive compensation in amounts negotiated in connection with the sale, which might be in excess of
customary commissions. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the
securities so offered and sold. Accordingly, any commission, discount or concession received by them and any profit on the resale
of the securities purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. We have
not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of
their securities. As of the date of this prospectus, there are no special selling arrangements between any broker-dealer or other
person and us. No period of time has been fixed within which the securities will be offered and sold.
If
underwriters are utilized in the sale of any securities in respect of which this prospectus is being delivered, such securities
will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.
Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly
by one or more underwriters. If any underwriter or underwriters are utilized in the sale of securities, unless otherwise indicated
in the applicable prospectus supplement, the obligations of the underwriters are subject to certain conditions precedent, and
the underwriters will be obligated to purchase all such securities if they purchase any of them.
If
a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell such securities
to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such
dealer at the time of resale. Transactions through brokers or dealers may include block trades in which brokers or dealers will
attempt to sell shares as agent but may position and resell as principal to facilitate the transaction or in cross trades, in
which the same broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed to be an underwriter,
as such term is defined in the Securities Act, of the securities so offered and sold.
Offers
to purchase securities may be solicited directly by us, and the sale thereof may be made by us, directly to institutional investors
or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof.
Agents,
underwriters and dealers may be entitled under relevant agreements with us to indemnification by us against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect to payments which such agents, underwriters and
dealers may be required to make in respect thereof. The terms and conditions of any indemnification or contribution will be described
in the applicable prospectus supplement.
Underwriters,
broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from us. Underwriters,
broker-dealers or agents may also receive compensation from the purchasers of shares for whom they act as agents or to whom they
sell as principals, or both. Compensation as to a particular underwriter, broker-dealer or agent will be in amounts to be negotiated
in connection with transactions involving shares and might be in excess of customary commissions. In effecting sales, broker-dealers
engaged by us may arrange for other broker-dealers to participate in the resales.
Any
securities offered other than common stock will be a new issue and, other than the common stock, which is listed on The Nasdaq
Capital Market, will have no established trading market. We may elect to list any series of securities on an exchange, and in
the case of the common stock, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement
and/or other offering material, we shall not be obligated to do so. It is possible that one or more underwriters may make a market
in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making
at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any of the securities.
Agents,
underwriters and dealers may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course
of business.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed
to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities
at any time. An underwriter may carry out these transactions on The Nasdaq Capital Market, in the over-the-counter market or otherwise.
The
place and time of delivery for securities will be set forth in the accompanying prospectus supplement.
LEGAL
MATTERS
The
validity of the securities being offered by this prospectus will be passed upon for us by Loeb & Loeb LLP, New York, New York.
If the validity of any securities is also passed upon by counsel for any underwriters, dealers or agents, that counsel will be
named in the prospectus supplement relating to that specific offering.
EXPERTS
The
consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2017 have been so incorporated in reliance on the report of RBSM LLP, an independent registered public accounting
firm, given on the authority of such firm as experts in auditing and accounting.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies
or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We
hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange
Act (File No. 001-34591):
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the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,
filed with the SEC on April 11, 2018;
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the
Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018,
filed with the SEC on May 14, 2018;
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the
Company’s Current Reports on Form 8-K, filed with the SEC on April 23, 2018, May
4, 2018, May 8, 2018, May 24, 2018, June 13, 2018, June 21, 2018, June 22, 2018, June
29, 2018 and July 2, 2018; and
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the
Company’s Registration Statement on Form 8-A (Registration No. 001-34591) filed
with the SEC on December 24, 2009, pursuant to Section 12 of the Securities Exchange
Act of 1934, together with any amendments or reports filed for the purpose of updating
such description.
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All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports
on Form 8-K, or portions thereof, furnished under Item 2.02 or 7.01 of Form 8-K) (i) after the initial filing date of the registration
statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the
date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus
from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will
automatically update and may replace information previously filed with the SEC. To the extent that any information contained in
any Current Report on Form 8-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information
or exhibit is specifically not incorporated by reference.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement
of which this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important,
you should review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to
the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding
of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed
above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we file
annual, quarterly and current reports, proxy statements, and other information with the SEC. You may inspect, read and copy the
reports and other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an internet website at
www.sec.gov
that contains our filed reports, proxy and information statements,
and other information that we file electronically with the SEC.
Sharing
Economy International Inc.
$50,000,000
Common
Stock
Preferred
Stock
Warrants
Units
PROSPECTUS
,
2018
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
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Other
Expenses of Issuance and Distribution
|
The
expenses in connection with the issuance and distribution of the securities being registered are set forth in the following table
(all amounts other than the registration fee are estimated):
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|
Amount
to be Paid
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|
Registration
fee – Securities and Exchange Commission
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$
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6,225
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Accountants’
fees and expenses
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**
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Legal
fees and expenses
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**
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Stock
exchange listing fees
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**
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Printing
expenses
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**
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Miscellaneous
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**
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Total
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$
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6,225
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**
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These
fees and expenses are calculated based on the securities offered and the number of issuances
and, accordingly, cannot be estimated at this time. They will be provided as applicable
by amendment or in a filing with the Securities and Exchange Commission (the “SEC”)
pursuant to the Securities Exchange Act of 1934, as amended, and incorporated herein
by reference or reflected in the applicable prospectus supplement.
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Item
15.
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Indemnification
of Directors and Officers
|
Our
officers and directors are indemnified as provided by the Nevada Revised Statutes (“NRS”) and our articles of incorporation
and bylaws.
Under
the NRS, officer and director immunity from liability to a company or its stockholders for monetary liabilities applies automatically
unless it is specifically limited by a company’s articles of incorporation. The NRS provides that an officer or director
will not be liable for acts or omissions unless it is proven that the officer’s or director’s acts or omissions constitute
a breach of fiduciary duties and such breach involved intentional misconduct, fraud, or a knowing violation of law. Our articles
of incorporation provide that no director shall be liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that the director’s liability shall not be eliminated or limited for (i) breach of
any duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director derived an improper personal benefit, or (iv) an
act or omission occurring before the person was a director of the Company.
Our
articles of incorporation and bylaws provide that we will indemnify our directors, officers, employees, and agents, to the fullest
extent to the extent required by the NRS, and our bylaws provide that we shall indemnify such individuals to the extent permitted
by the NRS. Our bylaws also provide that we may purchase and maintain liability insurance, or make other arrangements for such
obligations or otherwise, to the extent permitted by the NRS.
The
NRS permits us to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or
contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including an action by or
on behalf of the Company, by reason of the fact that such person is or was a director, officer, employee, or agent of the Company,
or is or was servicing at the request of the Company as a director, officer, employee, or agent of another entity, against expenses,
including attorneys’ fees actually and reasonably incurred by such person in connection with the defense or settlement of
such action, suit, or proceeding if such person has exercised his powers in good faith and with a view to the interests of the
Company; or acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interest
of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.
Indemnification
under the NRS may not be made for any claim, issue, or matter as to which such person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the
Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
The
NRS also provides that to the extent that a director, officer, employee, or agent of the Company has been successful on the merits
or otherwise in defense of any action, suit, or proceeding for which the Company is permitted to provide indemnification, or in
defense of any claim, issue, or matter therein, the Company is required to indemnify such person against expenses, including attorneys’
fees, actually and reasonably incurred in connection with the defense.
Our
articles of incorporation and the NRS require the Company to advance expenses of an officer or director as incurred in defending
a civil or criminal action, suit, or proceeding upon receipt of an undertaking from the officer or director to repay the amounts
advanced if it is ultimately determined by a court of competent jurisdiction that the officer or director is not entitled to such
indemnification.
The
list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
provided,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) 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 Securities
and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Provided
,
however
, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on July 18, 2018.
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SHARING
ECONOMY INTERNATIONAL INC.
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By:
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/s/
Jianhua Wu
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Jianhua
Wu,
Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1934, this Form S-3 has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated. Each person whose signature appears below hereby authorizes Jianhua Wu
as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and
in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the
same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.
Signature
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Title
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Date
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/s/
Jianhua Wu
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Chief
Executive Officer and Director
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July
18, 2018
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Jianhua
Wu
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(Principal
Executive Officer)
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/s/
Wanfen Xu
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Chief
Financial Officer
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July
18, 2018
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Wanfen
Xu
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(Principal
Financial and Accounting Officer)
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/s/
Ping Kee Lau
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Director
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July
18, 2018
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Ping
Kee Lau
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/s/
Cho Fu Li
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Director
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July
18, 2018
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Cho
Fu Li
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/s/
Xue Leng
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Director
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July
18, 2018
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Xue
Leng
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/s/
Ying Ying Wong
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Director
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July
18, 2018
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Ying Ying Wong
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EXHIBIT
INDEX
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*
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To
be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d)
of the Securities Exchange Act of 1934 and incorporated by reference in connection with
the offering of securities to the extent required for any such offering.
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