Securities Registration: Employee Benefit Plan (s-8)
23 Février 2023 - 9:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SHARING
SERVICES GLOBAL CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada |
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30-0869786 |
(State
or other jurisdiction of
incorporation
or organization) |
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(I.R.S.
Employer
Identification
No.) |
5200
Tennyson Parkway, Suite 400, Plano, Texas 75024
(Address
of principal executive offices) (Zip Code)
Sharing
Services Global Corporation 2023 Equity Incentive Plan
(Full
title of the plans)
John
Thatch
Chief
Executive Officer
Sharing
Services Global Corporation
5200
Tennyson Parkway, Suite 400,
Plano,
TX, 75024
(Name
and address of agent for service)
(469)
304-9400
(Telephone
number, including area code, of agent for service)
Copies
to:
Darrin
Ocasio, Esq.
Jay
Yamamoto, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 31st Floor
New
York, New York 10036
Phone:
212- 930-9700
Fax:
212-930-9725
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company ☒ |
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
Sharing
Services Global Corporation (the “Registrant”) has prepared this registration statement (this “Registration Statement”)
in accordance with the requirement of Form S-8 under the Securities Act, to register 65,000,000 (Sixty-five million) shares of Common
Stock, issuable pursuant to the Sharing Services Global Corporation 2023 Equity Incentive Plan (the “2023 Plan”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and
Employee Plan Annual Information” of Form S-8 will be sent or given to the participants of Sharing Services Global Corporation
2023 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either
as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated herein
by reference (excluding any portions of such documents that have been “furnished” but not “filed” for purposes
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
● |
the Registrant’s Annual Report on Form 10-K for
the fiscal year ended March 31, 2022, filed with the SEC on June 21, 2022; the Amendment 1 to the Annual Report on Form 10-K/A, filed
with the SEC on July 7, 2022; |
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● |
the Quarterly Report on Form 10-Q for the period ended
December 31, 2022, filed with the SEC on February 7, 2023; |
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● |
the Quarterly Report on
Form 10-Q for the period ended September 30, 2022, filed with the SEC on November 14, 2022; |
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● |
the Quarterly Report on
Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 15, 2022; |
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● |
all other reports filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, subsequent to the end of the fiscal year covered by the form
referred to in (a) above; and |
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● |
The description of our
common stock, which is contained in our Form S-1, filed with the Securities and Exchange Commission on June 29, 2015, including any
amendment or report filed for the purpose of updating such description |
In
addition, 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 to this Registration Statement which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents, except for the documents, or portions thereof, that are “furnished”
rather than filed with the Commission.
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 such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under
no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless
such Form 8-K expressly provides to the contrary.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Neither
our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under
the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer,
employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection
with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter
therein.
NRS
Section 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138;
or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application 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.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court
as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby
in the Securities Act and we will be governed by the final adjudication of such issue.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
*Filed
herewith
Item
9. Undertakings.
(a) |
The Company hereby undertakes: |
|
(1) |
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) |
To include any prospectus
required by Section 10(a)(3) of the Securities Act. |
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(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 Securities and Exchange 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. |
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(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 (A) paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the Registration Statement is on Form S–8 (§239.16b of Regulation S-K), and the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to section 13 or section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are
incorporated by reference in the Registration Statement; and (B) paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if
the Registration Statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement; provided further, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is for an offering of asset-backed securities on Form
S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of
Regulation AB. |
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(2) |
That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
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(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. |
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(4) |
That, for the purpose of
determining liability under the Securities Act of 1933 to any purchaser: |
(A)
Each prospectus filed by a 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
(B)
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 the 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.
(b) |
The Company hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company 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 Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Plano, State of Texas, on February 23, 2023.
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Sharing Services Global Corporation.
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By: |
/s/ John Thatch |
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John Thatch |
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Chief Executive Officer and
Vice Chairman of the Board of Directors |
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(Principal Executive Officer) |
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By: |
/s/ Anthony S. Chan |
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Anthony S. Chan |
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Chief Financial Officer |
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(Principal Accounting and Financial Officer) |
Each
person whose signature appears below constitutes and appoints John Thatch, his true and lawful attorney in fact and agent, with full
powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/
John Thatch |
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February
23, 2023 |
John Thatch |
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Chief Executive Officer and Vice Chairman of the Board
of Directors (Principal Executive Officer) |
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/s/
Anthony S. Chan |
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February
23, 2023 |
Anthony S. Chan |
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Chief
Financial Officer
(Principal
Accounting and Financial Officer) |
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/s/
Heng Fai Ambrose Chan |
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February
23, 2023 |
Heng Fai Ambrose Chan |
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Executive Chairman of the
Board of Directors |
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/s/
David K. Keene |
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February
23, 2023 |
David K. Keene |
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Director |
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/s/
Frank D. Heuszel |
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February
23, 2023 |
Frank D. Heuszel |
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Director |
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/s/
Castel B. Hibbert |
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February
23, 2023 |
Castel B. Hibbert |
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Director |
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/s/
Robert H. Trapp |
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February
23, 2023 |
Robert H. Trapp |
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Director |
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/s/
Christian Zimmerman |
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February
23, 2023 |
Christian Zimmerman |
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Director |
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