Securities Registration: Employee Benefit Plan (s-8)
May 12 2023 - 8:32AM
Edgar (US Regulatory)
Registration No. 333-______
As filed with the Securities and Exchange Commission
on May 12, 2023
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
CLPS Incorporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
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Not applicable |
(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation or
organization) |
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Identification No.) |
c/o Unit 1102, 11th Floor,
Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
(Address of principal executive offices, including
zip code)
CLPS Incorporation 2023 Equity Incentive Plan
(the “2023 Equity Incentive Plan”)
(Full title of the plan)
Raymond Ming Hui Lin, Chief Executive Officer
c/o Unit 1102, 11th Floor,
Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Tel: (852) 37073600
With a copy to:
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
Telephone: 800-927-9800
(Name, address, including zip code, and telephone
number, including areas code, of agent for service)
Copies to:
Tahra Wright, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Tel: (212) 407-4000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” 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 ☐ |
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Accelerated filer ☐ |
Non-accelerated filer ☒ |
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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
This Registration Statement
is being filed by the Registrant to register 20,000,000 shares reserved and available for issuance pursuant to the CLPS Incorporation
2023 Equity Incentive Plan adopted by the Board of Directors of the Company (the “2023 Equity Incentive Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant
Information and Employee Plan Annual Information.*
* |
The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the CLPS Incorporation 2023 Equity Incentive Plan adopted by the Board of Directors of the Company (the “2023 Equity Incentive Plan”) as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
CLPS Incorporation (the “Company”)
is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and, accordingly,
files periodic reports and other information with the Commission. Reports, proxy statements and other information concerning the Company
filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission’s Public Reference
Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants that file electronically with the Commission, including the
Company. The address for the Commission’s Web site is “http://www.sec.gov”. The following documents are incorporated
by reference in this Registration Statement:
(a) The Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2022 filed with the Commission on October 20, 2022,
(b) The Company’s Current Reports on Form
6-K furnished to the Commission on March 3, March 14, and April 24, 2023, respectively; and
(c) The description of the Company’s Shares
contained in Item 1 of the registration statement on Form 8-A12B (File No. 001-38505) filed with the Commission on May 22, 2018 and on
Form 6-K filed with the Commission on April 7, 2022.
Except to the extent such
information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the
extent specifically designated therein, reports on Form 6-K furnished by the Company to the Commission, in each case, subsequent to the
effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating
that all securities offered under this Registration Statement have been sold, or deregistering 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 filing or furnishing
of such documents.
Any statement contained herein
or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Companies Act (Revised)
of the Cayman Islands does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,
such as to provide indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association
permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such
losses or damages arise from dishonesty of such directors or officers willful default of fraud. This standard of conduct is generally
the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers or persons controlling us under 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
For a list of all exhibits
filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant
hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(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 the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To include
any 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) and (a)(1)(ii) above 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 SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 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 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, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
*********************
Signatures
Pursuant to the requirements
of the Securities Act of 1933, as amended, 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 People’s Republic of China, on May 12, 2023.
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CLPS Incorporation |
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Date: May 12, 2023 |
By: |
/s/ Raymond Ming Hui Lin |
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Raymond Ming Hui Lin
Chief Executive Officer, Director
(Principal Executive Officer) |
Date: May 12, 2023 |
By: |
/s/ Rui Yang |
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Rui Yang
Chief Financial Officer
(Principal Financial and Accounting Officer) |
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Raymond Ming Hui Lin, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements
pursuant to Rule 462 of the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or
his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
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Title |
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Date |
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/s/ Xiao Feng Yang |
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Chairman of Board of Directors |
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May 12, 2023 |
Xiao Feng Yang |
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/s/ Raymond Ming Hui Lin |
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Chief Executive Officer and Director |
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May 12, 2023 |
Raymond Ming Hui Lin |
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(Principal Executive Officer) |
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/s/ Rui Yang |
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Chief Financial Officer |
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May 12, 2023 |
Rui Yang |
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(Principal Accounting and Financial Officer) |
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/s/ Jin He Shao |
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Independent Director |
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May 12, 2023 |
Jin He Shao |
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/s/ Chong Seng Kee |
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Independent Director |
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May 12, 2023 |
Chong Seng Kee |
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/s/ Zhaohui Feng |
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Independent Director |
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May 12, 2023 |
Zhaohui Feng |
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EXHIBIT INDEX
(1) |
Incorporated by reference to exhibits of the same number filed with CLPS Incorporation’s Registration Statement on Form F-1 or amendments thereto (File No. 333-223956). |
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