As
filed with the Securities and Exchange Commission on August 17, 2018
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREATIVE
LEARNING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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20-4456503
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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701
Market St., Suite 113, St. Augustine, FL
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32095
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(Address
of Principal Executive Offices)
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(Zip
Code)
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CREATIVE
LEARNING CORPORATION NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Christian
Miller
Chief Operating Officer and Chief Financial Officer
Creative Learning Corporation
701 Market St., Suite 113
St.
Augustine, FL 32095
(Name and Address of Agent for Service)
(904)
824-3133
(Telephone Number, Including Area Code, of Agent For Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non accelerated filer ☐ (Do not check
if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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CALCULATION
OF REGISTRATION FEE
Title
of Securities
to be Registered
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Amount
to be Registered
(1)
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Proposed
Maximum
Offering Price
per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount
of
Registration Fee
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Common
Stock, par value $0.0001 per share
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1,800,000
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$0.17
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$306,000
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$38.10
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(1)
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This
Registration Statement covers 1,800,000 shares of the Registrant’s common stock
available for issuance under the Creative Learning Corporation Non-Qualified Stock Option
Plan (the “Plan”). This Registration Statement shall also cover any additional
shares of common stock of the Registrant that become issuable under the Plan by reason
of any stock dividend, stock split, recapitalization or other similar transaction that
results in an increase in the number of the outstanding shares of common stock of the
Registrant.
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(2)
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Calculated
solely for purposes of the registration fee for this offering in accordance with paragraph
(c) and (h) of Rule 457 of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices of the Registrant’s common stock as reported
on the OTC Market on August 14, 2018.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I, “Item 1. Plan Information” and “Item 2. Registrant
Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants in the Creative Learning
Corporation Non-Qualified Stock Option Plan (the “Plan”) as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the “Commission”) under 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 on
Form S-8 (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 with the Commission by Creative Learning Corporation (the “Company”), are incorporated by
reference herein:
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(1)
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the
Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017,
filed with the Commission on January 4, 2018;
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(2)
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the
Company’s Quarterly Reports on Form 10-Q for the quarterly period ended December
31, 2017, filed with the Commission on February 15, 2018, for the quarterly period ended
March 31, 2018, filed with the Commission on May 14, 2018, and for the quarterly period
ended June 30, 2018, filed with the Commission on August 13, 2018;
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(3)
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the
description of the Company’s common stock in the Company’s Registration Statement
on Form 8-A (File No. 000-52883), as filed on October 30, 2007, pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in any report filed for the purpose of amending such description.
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All
documents subsequently filed by the Company with the Commission 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 indicating that all securities offered hereby
have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such documents. The Company is not, however, incorporating by reference any documents
or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the
Commission, or any information furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K, or certain exhibits
furnished pursuant to Item 9.01 of Form 8-K.
Any
statement contained in any 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 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 to constitute a part of this Registration Statement, except as so modified
or superseded.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides for the indemnification of officers
and directors in certain circumstances. In accordance with and to the extent permitted by the DGCL, the Company’s Certificate
of Incorporation, as amended (the “Certificate of Incorporation”) limits the personal liability of the directors of
the Company for breaches of fiduciary duty. In accordance with and to the extent permitted by the DGCL, the Certificate of Incorporation,
as amended, and Article VI of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”) permits the
Company to indemnify its directors and officers.
The
Company has entered into agreements with its directors and certain officers that will require the Company, among other things,
to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to
the fullest extent permitted by law. The Company maintains liability insurance for the benefit of its officers and directors.
The
above discussion of the DGCL and of the Certificate of Incorporation, Bylaws and indemnification agreements is not intended to
be exhaustive and is qualified in its entirety by such statute, Certificate of Incorporation, Bylaws and indemnification agreements.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Company as disclosed above, the Company has been informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
No.
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Description
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3.1
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Certificate
of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File
No. 333-145999).
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3.
2
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Amendment
to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2010).
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3.3
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Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with
the Commission on June 23, 2016).
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3.4
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Amendment
to the Amended and Restated Bylaws (incorporated by reference to Appendix A of the Schedule 14C filed on August 18, 2017).
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4.1
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Specimen
stock certificate (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form 8-A, filed
with the Commission on October 30, 2007.
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4.2
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Creative
Learning Corporation Non-Qualified Stock Option Plan. *
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5.1
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Opinion
of Olshan Frome Wolosky LLP, counsel to the Company.*
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23.1
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Consent
of Hancock, Askew & Co., LLP.*
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23.2
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Consent
of Olshan Frome Wolosky LLP, counsel to the Company (included in Exhibit 5.1).*
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24
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Power
of Attorney (included on signature page).*
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*
Filed herewith.
Item
9. Undertakings.
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of this
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 this
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 this effective Registration Statement;
and
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(iii)
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To
include any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
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provided,
however
, 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 periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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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)
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To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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(b)
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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 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to 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)
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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
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 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.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company 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 St. Augustine, State of Florida, on this 16
th
day of August, 2018.
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CREATIVE LEARNING CORPORATION
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By:
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/s/ Christian Miller
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Name:
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Christian Miller
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Title:
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Chief Operating Officer and Chief Financial
Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Christian Miller as his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith)
to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorney-in-fact and agent, 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/she might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his/her or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Blake
Furlow
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Chief Executive
Officer; Director
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August 17, 2018
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Blake Furlow
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(Principal Executive
Officer)
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/s/
Christian Miller
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Chief
Operating Officer and Chief Financial Officer
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August 17,
2018
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Christian
Miller
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(Principal
Financial and Accounting Officer)
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/s/
JoyAnn
Kenny-Charlton
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Director
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August 17,
2018
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JoyAnn
Kenny-Charlton
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/s/
Gary
Herman
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Director
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August 17,
2018
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Gary
Herman
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/s/ Bart
Mitchell
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Director
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August 17,
2018
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Bart
Mitchell
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.1.
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Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File No. 333-145999).
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3.2
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Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010).
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3.3
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on June 23, 2016).
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3.4
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Amendment to the Amended and Restated Bylaws (incorporated by reference to Appendix A of the Schedule 14C filed on August 18, 2017).
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4.1
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Specimen stock certificate (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form 8-A, filed with the Commission on October 30, 2007.
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4.2
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Creative Learning Corporation Non-Qualified Stock Option Plan. *
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5.1
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Opinion of Olshan Frome Wolosky LLP, counsel to the Company.*
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23.1
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Consent
of Hancock, Askew & Co., LLP.*
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23.2
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Consent of Olshan Frome Wolosky LLP, counsel to the Company (included in Exhibit 5.1).*
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24
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Power
of Attorney (included on signature page).*
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*
Filed herewith.
Exhibit 4.2
CREATIVE LEARNING CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
I. Purpose
Creative Learning
Corporation, a Delaware corporation (the “Company”), desires to attract and retain the best available personnel and
to enhance the long-term growth of the Company’s earnings. The Company believes it will achieve its goals most effectively
by providing key individuals with long-term incentives based upon the growth of the value per share of the Company’s stock.
II. Scope
The Company is adopting
the stock option plan (the “Plan”) to provide Non-Qualified Stock Options (collectively, the “Options”
and individually, an “Option”) to the Company’s [Chairman, President/CEO, Vice Presidents and Board of Directors]
(the “Participants” or a “Participant”).
Initially, the Company
will reserve 1,800,000 shares of its common stock, par value $.0001 per share (the “Shares” or a “Share”),
for issuance under the Plan.
III. Administration
This Plan will be
administered by the Company’s Compensation Committee (the “Committee”).
IV. Eligibility
Awards may be made
to any Participant selected by the Committee.
V. Option
Price
The purchase price
of each Share subject to an Option shall be its Fair Market Value (defined below) at the date the Option is granted (“Option
Price”), as defined in IRS Regulations under Internal Revenue Code Section 409A.
Fair Market Value
means the last sales price reported for the Shares on the applicable date as reported on the principal national securities exchange
in the United States on which it is then traded, or, if such date is not a trading day, the last prior day on which the Shares
were so traded; or if not so listed, the mean between the closing bid and asked prices of publicly traded Shares in the over-the-counter
market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected
by the Committee.
VI. Option
Grants
A.
Option
Grants
. The grant of an Option under this Plan will be evidenced by an option agreement (the “Option Agreement”)
between the Company and the Participant granted an Option (the “Optionee”) in a form approved by the Committee. The
Option Agreement will contain the terms set forth in this Plan and such additional terms and conditions as may be prescribed by
the Committee from time to time.
B.
Committee
Determinations
. The Committee designates those Participants to whom Options are granted and the number of Shares represented
by the Option.
The Committee
will have the discretion to provide additional Options as it determines.
VII. Vesting
of Options
Unless otherwise
determined by the Committee at grant, all options granted to a Participant shall vest in four equal annual installments commencing
on the date of grant.
VIII. Maximum
Term; Exercise of Options
Options shall
be exercised on or before the date which is 10 years after the date of grant. Thereafter, such Options shall expire. Upon vesting,
Options may be exercised by the Optionee or, in the event of the death or total disability (as hereinafter defined) of the Optionee
by the Optionee’s guardian, legal representative or designated beneficiary, at any time before the date of the expiration
or earlier termination of the Options. The Option Price may be paid in cash or by delivery of Shares owned by the Optionee having
a Fair Market Value (as defined in Section V., above) equal to the Option Price or in a combination of cash and Shares having
a Fair Market Value (as defined in Section V., above) as of the date of exercise equal to the Option Price.
IX. Effect
of Death, Disability or Other Events on Vesting
In the event
an Optionee dies or suffers a “total disability,” or upon Other Events, the Optionee will vest 100% in the Options
he or she has been granted. In such event, the Optionee, the Optionee’s guardian, legal representative or designated beneficiary
shall have 90 days to exercise any Options vested on the date of the event. All Options which are unexercised within 90 days after
death, “total disability,” or upon Other Events shall be forfeited.
For purposes
of this Plan, the term “total disability” shall mean the inability of a Participant to engage in his usual and customary
employment with the Company by reason of any medically determinable physical or mental impairment, which in the opinion of the
Committee, can be expected to result in death or to last for a continuous period of at least twelve months. The term “Other
Events” shall mean (i) the sale, exchange, transfer or other disposition of substantially all of the Company’s assets,
except to an entity, controlled, directly or indirectly, by the Company; or (ii) a merger, consolidation or other reorganization
of the Company, except where the resulting entity is controlled, directly or indirectly, by the Company or where the shareholders
of the Company immediately prior to consummation of any such transaction continue to hold at least a majority of the voting power
of the outstanding voting securities of the legal entity resulting from such transaction.
X. Exercise
on Termination of Employment
Upon a termination
of an Optionee’s employment relationship with the Company for any reason other than death or “total disability”
or if a director Optionee ceases to be a director of the Company, he or she shall have 90 days to exercise any Option vested on
the date of termination. All Options which are non-vested on the date of termination shall be forfeited and all vested Options
which are unexercised within 90 days after termination shall be forfeited.
XI. Changes
in Company’s Capital Structure
The existence
of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalization, reorganizations, exchanges, or other changes in the Company’s capital structure
or its business, or any merger or consolidation of the Company, or any issuance of common stock or other securities or subscription
rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or
the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar character or otherwise. However, if outstanding Shares
for which an Option is exercisable shall at any time be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, or reorganization, the number of Shares subject to Options, and the Option Price, shall
be appropriately and equitably adjusted so as to maintain the proportionate number of shares or other securities without changing
the aggregate Option Price.
XII. Change
of Control
(a) Change
of Control: means that (A) the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into another Person, Persons or “group” (as
that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”) and as defined in
Rule 13d-5 thereunder) or any Affiliate or associate of any such Person, Persons or group (“Subject Entity”) where
the holders of a majority of the Company’s outstanding Shares immediately prior to the consolidation or merger do not continue
to own at least 50.1% of the surviving corporation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties and assets of the Company and its subsidiaries, or (iii) make, or be subject to or have the Shares be subject
to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at
least either (x) 50.1% of the outstanding Shares, or (y) such number of Shares such that all Subject Entities making or party
to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the
beneficial owners (as defined in Rule 13d-3 under the Act) of at least 50.1% of the outstanding Shares, or (iv) consummate a stock
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate,
acquire, either (x) at least 50.1% of the outstanding Shares, or (y) such number of Shares such that the Subject Entities become
collectively the beneficial owners (as defined in Rule 13d-3 under the Act) of at least 50.1% of the outstanding Shares, or (v)
reorganize, recapitalize or reclassify its common stock or effect a compulsory share exchange pursuant to which the common stock
is effectively converted into or exchanged for other securities, cash or property, or (vi) the execution by the Company or any
subsidiary of a definitive agreement directly or indirectly providing for any of the foregoing events, (B) any Subject Entity
individually or the Subject Entities in the aggregate is or shall become the “beneficial owner” (as defined in Rule
13d-3 under the Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer,
exchange, reduction in outstanding Shares, merger, consolidation, business combination, reorganization, recapitalization, spin-off,
scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x)
at least 50.1% of the aggregate ordinary voting power of the Company’s capital securities (as determined on an as-converted
to common stock basis), or (y) a percentage of the aggregate ordinary voting power represented by issued and outstanding Shares
or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or
other transaction requiring other stockholders of the Company to surrender their Shares without approval of the stockholders of
the Company, (C) the current directors of the Board as of the date hereof cease to constitute more than a majority of the members
of the Board
,
or (D) the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms hereof to the extent necessary to correct this definition or any
portion hereof which may be defective or inconsistent with the intended treatment of such instrument or transaction.
(b) Impact
of Change of Control. In the event of a Change of Control after the Effective Date (as hereinafter defined), the Committee may
provide for (i) the termination of an Option upon the consummation of the Change of Control, but only if such Option has vested
and been paid out or the Participant has been permitted to exercise the Option in full for a period of not less than 10 days prior
to the Change of Control, (ii) acceleration of all or any portion of an Option, (iii) the payment of any amount (in cash or, in
the discretion of the Committee, in the form of consideration paid to shareholders of the Company in connection with such Change
of Control) in exchange for the cancellation of such Option which may equal the excess, if any, of the Fair Market Value of the
Shares subject to such Options over the Option Price, and/or (iv) issuance of substitute Options that will substantially preserve
the otherwise applicable terms of any affected Options previously granted hereunder.
XIII. No
Right to Company Employment
Nothing in this Plan
or as a result of any Option granted pursuant to this Plan shall confer on any individual any right to continue in the employ
of the Company or interfere in any way with the right of the Company to terminate an individual’s employment at any time.
XIV. Amendment
or Termination of Plan
The Committee may at
any time from time to time amend the Plan, or may terminate this Plan.
XV. Option
Grants are Discretionary
The grant of any Option
is entirely discretionary and nothing in this Plan shall be deemed to give any employee any right to receive Options not specifically
granted by the Committee.
XVI. Liability
No member of the Committee
shall be liable for any act or omission relating to the administration of the Plan, except for acts which constitute gross negligence
or willful misconduct.
XVII. Effective
Date
This Plan is effective
as of August 17, 2018 (the “Effective Date”).
IN WITNESS WHEREOF,
the Company has caused the Plan to be executed effective as of August 17, 2018.
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CREATIVE LEARNING CORPORATION
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By:
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/s/ Christian Miller
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Name:
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Christian Miller
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Title:
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Chief Financial Officer
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EXHIBIT 5.1
August
17, 2018
Creative
Learning Corporation
701
Market St., Suite 113
St.
Augustine, Florida 32095
Re:
Registration
Statement on Form S-8
Ladies
and Gentlemen:
We
have acted as counsel to Creative Learning Corporation a Delaware corporation (the “Company”), in connection with
the filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement
on Form S-8 (the “Registration Statement”) relating to the registration of 1,800,000 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the terms
of and in the manner set forth in the Company’s Non-Qualified Stock Option Plan (the “Plan”).
This
opinion letter is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation
S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
We
advise you that we have examined executed originals or copies certified or otherwise identified to our satisfaction of the Registration
Statement, the Company’s Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws,
as amended, the Plan and corporate proceedings of the Company and we have made such examination of fact and law, as we have deemed
necessary or appropriate for purposes of the opinion expressed below. As to questions of fact material to this opinion, we have
relied on certificates or comparable documents of officers and representatives of the Company and of public officials.
We
have assumed for purposes of rendering the opinion set forth herein, without verification, the genuineness of all signatures,
the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted
to us as originals and the completeness and conformity with authentic original documents of all documents submitted to us as copies.
On
the basis of the foregoing and in reliance thereon and subject to the assumptions, qualifications and limitations set forth herein,
we advise you that in our opinion, the Shares, when issued and paid for pursuant to the terms of and in the manner set forth in
the Plan, will be duly and validly issued, fully paid and non-assessable.
We
are members of the Bar of the State of New York. We express no opinion as to the effect of any laws other than the laws of the
State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America,
each as in effect on the date hereof.
August
17, 2018
Page
2
This
opinion speaks only at and as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts
or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby
concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
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Very truly yours,
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/s/ OLSHAN FROME WOLOSKY LLP
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OLSHAN FROME WOLOSKY LLP
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