MOVING iMAGE TECHNOLOGIES INC. (Form: S-8, Received: 08/12/2022 15:53:10)

As filed with the Securities and Exchange Commission on August 12, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Moving iMage Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

85-1836381
(I.R.S. Employer
Identification No.)

17760 Newhope Street, Fountain Valley, CA 92075

(Address of principal executive offices)

(714) 751-7998

(Registrant’s telephone number, including area code)

Moving iMage Technologies, Inc. 2019 Omnibus Incentive Plan, as amended

(Full title of the plan)

	Copy to:
	Thomas J. Poletti, Esq. Katherine J. Blair, Esq.
	Manatt, Phelps & Phillips, LLP
	695 Town Center Drive, 14^th Floor
	Costa Mesa, CA 92626
	Telephone: (310) 312-4252
	Facsimile: (310) 312-4224

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	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 750,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Moving iMage Technologies, Inc. (the “Registrant”) issuable pursuant to the Registrant’s 2019 Omnibus Incentive Plan, as amended (the “Plan”). The additional shares of the Registrant’s Common Stock being registered hereunder represent the increase in the number of shares issuable under the Plan that was approved by the stockholders on February 24, 2022 at the Registrant’s annual meeting of stockholders.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, this Registration Statement hereby incorporates by reference the Registration Statement No. 333- 258966 filed on August 20, 2021 registering 750,000 shares, including any amendments thereto or filings incorporated therein, filed with the Securities and Exchange Commission (the “Previous Registration Statement”).

Information required by Part II is omitted, except as supplemented by the information set forth below. The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the shares of Common Stock registered for issuance under the Plan pursuant to the Previous Registration Statement. Any items in the Previous Registration Statement not expressly changed hereby shall be as set forth in the Previous Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with Securities and Exchange Commission (the “Commission”):

The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the Commission on September 29, 2021;

All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year referred to in (a) above (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules); and

The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40511), including all amendments and reports filed for the purpose of updating such description, filed with the Commission pursuant to Section 12(b) of the Exchange Act initially on June 17, 2021.

The Registrant incorporates by reference the documents listed above and any documents subsequently filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, (except for information furnished under Item 2.02 or Item 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference herein) prior to the filing of a post-effective amendment, 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 the Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also 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 8. Exhibits.

Exhibit Number

4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s registration statement on Form S-1/A filed July 7, 2021)
5.1*		Opinion of Manatt, Phelps & Phillips, LLP
23.1*		Consent of CohnReznick LLP
23.2		Consent of Manatt, Phelps & Phillips, LLP (contained in Exhibit 5.1).
24.1*		Power of Attorney (contained on signature page).
99.1		Moving iMage Technologies, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s registration statement on Form S-1 originally filed with the Commission on October 11, 2019, and all amendments filed thereto)
99.1(a)*		Amendment No. 1 to 2019 Omnibus Incentive Plan
99.2		Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.3(a) of the Registrant’s registration statement on Form S-1 originally filed with the Commission on October 11, 2019, and all amendments filed thereto)
99.3		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3(b) of the Registrant’s registration statement on Form S-1 originally filed with the Commission on October 11, 2019, and all amendments filed thereto)
99.4		Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3(c) of the Registrant’s registration statement on Form S-1 originally filed with the Commission on October 11, 2019, and all amendments filed thereto)
107*		Filing Fee Table

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Fountain Valley, State of California, on August 12, 2022.

	MOVING IMAGE TECHNOLOGIES, INC.

	By:	/s/ Phil Rafnson
	Phil Rafnson
	President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Moving iMage Technologies, Inc., do hereby constitute and appoint Phil Rafnson and Michael Sherman, each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Name and Signature	Title	Date

/s/ Phil Rafnson	President, Chief Executive Officer and Chairman of the Board	August 12, 2022
Phil Rafnson	(Principal Executive Officer)

/s/ Michael Sherman	Chief Financial Officer	August 12, 2022
Michael Sherman	(Principal Financial and Accounting Officer)

/s/ Katherine D. Crothall, Ph.D.	Director	August 12, 2022
Katherine D. Crothall, Ph.D.

/s/ John C. Stiska	Director	August 12, 2022
John C. Stiska

/s/ Scott Anderson	Director	August 12, 2022
Scott Anderson

Exhibit 5.1

August 12, 2022

Moving iMage Technologies, Inc.

17760 Newhope Street

Fountain Valley, California 92708

Re:

Registration Statement on Form S-8

750,000 Shares of Common Stock, par value $0.00001 per share

Ladies and Gentlemen:

We have acted as counsel to Moving iMage Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration by the Company of an additional 750,000 shares of common stock, par value $0.00001 per share, of the Company (the “Shares”) issuable under the Moving iMage Technologies, Inc. 2019 Omnibus Incentive Plan, as amneded (the “2019 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us, (ii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us, (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals, (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to authentic originals thereof, and that such originals are authentic and complete, (v) the due authorization, execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto (other than the Company), (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion set forth below are true and correct, and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. We also have obtained from the officers of the Company certificates as to certain factual matters necessary for the purpose of this opinion and, insofar as this opinion is based on such matters of fact, we have relied solely on such certificates without independent investigation. We have also assumed that the Shares will be issued and sold as described in the Registration Statement and the applicable provisions of the 2019 Plan.

2049 Century Park East, Suite 1700, Los Angeles, California 90067 Telephone: 310.312.4000 Fax: 310.312.4224

Moving iMage Technologies, Inc.

August 12 2022

Page 2

Based upon and subject to the foregoing qualifications, assumptions and limitations, we are of the opinion that the Shares have been duly authorized and, when issued and delivered against payment therefor in conformity with the terms of the 2019 Plan, assuming in each case that the individual issuance, grants or awards under the 2019 Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in all accordance with the requirements of the law and the 2019 Plan, will be validly issued, fully paid and non-assessable.

We express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws). This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name therein under the caption “Legal Matters.” In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission adopted under the Securities Act.

The opinions included herein are expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

	Very truly yours,

	/s/ Manatt, Phelps & Phillips, LLP

	Manatt, Phelps & Phillips, LLP

2049 Century Park East, Suite 1700, Los Angeles, California 90067 Telephone: 310.312.4000 Fax: 310.312.4224

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Moving iMage Technologies, Inc. of our report dated September 29, 2021, on our audits of the consolidated financial statements of Moving iMage Technologies, LLC and Subsidiaries as of June 30, 2021 and 2020 and for the years then ended, which report is included in the Annual Report on Form 10-K of Moving iMage Technologies, Inc. for the year ended June 30, 2021.

/s/ CohnReznick LLP

Melville, New York

August 12, 2022

Exhibit 99.1(a)

AMENDMENT NO. 1

TO THE

MOVING IMAGE TECHNOLOGIES, INC.

2019 OMNIBUS INCENTIVE PLAN

Effective February 24, 2022, in accordance with resolutions adopted by the Board of Directors of Moving iMage Technologies, Inc., a Delaware corporation (the “Company”), on December 21, 2021, and approved by the stockholders of the Company on Febaury 24, 2022, the Company’s 2019 Omnibus Incentive Plan (the “Plan”), is hereby amended as follows:

Section 4.01 of the Plan is amended to read in its entirety as follows:

“4.01. Number of Shares Issuable. The total number of shares initially authorized to be issued under the Plan shall be 1,500,000 shares of Common Stock. The foregoing share limit shall be subject to adjustment in accordance with Section 11.07. The shares to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company.

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Moving iMage Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered⁽¹⁾			Proposed Maximum Offering Price Per Share⁽³⁾		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common Stock, $0.00001 par value per share, reserved for issuance pursuant to the 2019 Omnibus Incentive Plan	Rules 457(c) and 457(h)		750,000	⁽²⁾	$	1.17	$	877,500.00	$	0.0000927	$	81.34
Total Offering Amounts				750,000				$	877,500.00			$	81.34
Total Fees Previously Paid													-
Total Fee Offsets⁽⁴⁾													-
Net Fee Due												$	81.34

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock (the “Common Stock”) that become issuable under the Moving iMage Technologies, Inc. 2019 Omnibus Incentive Plan, as amended (the “2019 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2)

Represents an additional 750,000 shares of Common Stock available for issuance (or that may become available for issuance) under the 2019 Plan pursuant to its terms.

(3)

This estimate is made pursuant to Rules 457(c) and 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $1.17 which is the average of the high and low prices for the Registrant’s Common Stock as reported on the NYSE American on August 9, 2022.

(4)

The Registrant does not have any fee offsets.