UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
NOBLE
VICI GROUP, INC.
(Exact name of registrant as specified
in its charter)
|
Delaware
|
42-1772663
|
|
(State of other jurisdiction of incorporation
or
organization
|
(I.R.S. Employer Identification No.)
|
Raffles Place, #33-02
One Raffles Place Tower One
Singapore 048616
(Address of principal executive offices)
Consulting Agreement dated October 8,
2019 between Noble Vici Group, Inc. and Jenny Chen-Drake
(Full Title of Plan)
Eldee Tang, Chief Executive Officer,
Raffles Place, #33-02, One Raffles Place
Tower One, Singapore 048616
(Name and address of agent for service)
+65 6491 7998
(Telephone number, including area code,
of agent for service)
Copies of all communications, including
all communications sent to agent for service to:
Jenny Chen-Drake, Esq.
Chen-Drake Law
8491 Sunset Boulevard, Suite 368
West Hollywood, CA 90069
Telephone: (310) 358-0104
Facsimile: (888) 896-7763
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” and “ emerging growth company”
in Rule 12b-2 of the Exchange Act.
|
|
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☐ (Do not check if
a smaller reporting company)
|
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 Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
|
Title of securities to be registered
|
Amount to
be registered (1)
|
Proposed
maximum
offering
price per share
|
Proposed
maximum
aggregate
offering price (2)
|
Amount of
registration
fee
|
|
Common Stock, par value $0.0001 per share (3)
|
100,000
|
$2.00
|
$200,000
|
$25.96
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of Noble Vici Group, Inc., a Delaware corporation (the “Registrant” or the “Company”), which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s common stock.
|
|
(2)
|
Estimated in accordance with Rule 457(a) of the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the amount of securities to be registered multiplied by the proposed maximum offering price per unit.
|
|
(3)
|
Represents
shares issuable in connection with the consulting agreement between the registrant and Jenny Chen-Drake dated October 8,
2018.
|
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is October 8,
2019
EXPLANATORY NOTE
This Registration Statement is being filed
by Noble Vici Group, Inc. (the “Company”) in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the “Securities Act”) in order to register 100,000 shares of the Company’s common stock,
par value $0.0001 per share, the amount of shares issuable under the Consulting Agreement between the Company and Jenny Chen-Drake
(the “Consulting Agreement”, and the recipient, the “Consultant”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.
The Company will provide the Consultant
with documents that contain information related to the Consulting Agreement, and other information including, but not limited to,
the disclosure required by Item 1 of Form S-8, which information is not required to be and are not being filed as a part of this
Registration Statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. The foregoing information and the documents incorporated by reference in response to Item
3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2.
Registrant Information and Employee
Plan Annual Information.
We will provide to the Consultant a written
statement advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act without charge and upon written or oral request by contacting:
Sin Chi Yip
Raffles Place, #33-02
One Raffles Place Tower One
Singapore 048616
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by Reference.
The Securities and Exchange Commission
(“SEC”) allows us to incorporate by reference certain of our publicly filed documents into this prospectus, which means
that such information is considered part of this prospectus. Information that we file with the SEC subsequent to the date of this
prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and
any future filings made with the SEC under all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the Consultant has sold all of the shares offered hereby or such shares have been
deregistered.
The following documents filed with the
SEC are incorporated herein by reference:
|
|
(a)
|
The Company’s annual report on Form 10-K for the fiscal year ended March 31, 2019, as filed with the Commission on July 15, 2019, and the amendment to such annual report on Form 10-K, as filed with the Commission on July 15, 2019;
|
|
|
(b)
|
The Company's quarterly report on Form 10-Q, as filed with the Commission on August 14, 2019;
|
|
|
(c)
|
The Company's current report on Form 8-K, as filed with the Commission on August 30, 2019;
|
|
|
(d)
|
The Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on September 18, 2019;
|
|
|
(e)
|
The description of the Company’s common stock contained in the Company's Registration Statement on Form S-1, Amendment No. 7, as filed with the Commission on April 26, 2011, as such description is updated on the Company’s current report on Form 8-K, as filed with the Commission on August 8, 2018.
|
All documents subsequently filed with the
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities
then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement contained herein or 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 or is deemed
to be incorporated by reference herein modifies or supersedes such earlier statement. Any 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.
Chen-Drake Law will
pass upon the validity of the common stock being registered. Attorneys employed by this law firm are entitled to receive 100,000
shares of common stock issuable pursuant to the Consulting Agreement between the Company and Jenny Chen-Drake, a partner of Chen-Drake
Law, which shares are being registered pursuant to this Registration Statement.
Item 6.
Indemnification of Directors and Officers.
The Company is
incorporated under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law, which relates
to unlawful payment of dividends and unlawful stock purchases and redemptions; or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 145 of
the Delaware General Corporation Law provides that a corporation may indemnify any persons who were, are or are threatened to be
made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 145 of
the Delaware General Corporation Law further authorizes a corporation to purchase and maintain insurance on behalf of any person
who 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 or enterprise, against any liability asserted against him and
incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145 of the Delaware General Corporation Law.
The Company’s
amended and restated certificate of incorporation provides that its directors shall not be liable to it or to its stockholders
for monetary damages for breach of fiduciary duty as a director, subject to certain limited exceptions. In addition,
the Company’s amended and restated certificate of incorporation provides that it shall be entitled to indemnify its directors
and officers to the maximum extent permitted by the laws of the State of Delaware.
The Company intends
to enter into separate indemnification agreements with its directors and executive officers to provide these directors and executive
officers additional contractual assurances regarding the scope of the indemnification set forth in the Company’s amended
and restated certificate of incorporation and bylaws and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving a director or executive officer of the Company regarding which indemnification is sought.
The indemnification provisions in the Company’s amended and restated certificate of incorporation, bylaws and the indemnification
agreements to be entered into between the Company and each of its directors and executive officers may be sufficiently broad to
permit indemnification of the Company’s directors and executive officers for liabilities arising under the Securities Act.
The Company expects
to carry liability insurance for its directors and officers in the future.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or person controlling us, we have
been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the act and is therefore unenforceable.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
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;
(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;
(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) do not apply if this Registration Statement is on Form S-8, 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 Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933, 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 of whether such indemnification by it is against public policy as expressed in the Securities Act of
1933 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 a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Singapore on October 8, 2019.
|
|
|
|
|
|
NOBLE VICI GROUP, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eldee
Wai Chong Tang
|
|
|
|
|
Eldee Wai Chong Tang
|
|
|
|
|
Chief Executive Officer
|
|
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 date indicated.
|
Name
|
|
Title
|
|
Date
|
|
/s/ Eldee Wai Chong Tang
|
|
Chief Executive Officer, Chief Financial Officer, and Member
of the Board
(Principal Executive Officer and Principal Financial Officer)
|
|
October 8,
2019
|
|
Eldee Wai Chong Tang
|
|
|
|
|
|
/s/ Sin Chi
Yip
|
|
Chief Corporate Officer and Secretary
|
|
October 8,
2019
|
|
Sin Chi Yip
|
|
|
|
|
Exhibit 5.1
CHEN-DRAKE
LAW GROUP, P.C.
8491 Sunset Blvd., Suite 368
W. Hollywood, CA 90069
(310) 358-0104 (t); 888-896-7763 (f)
October 8, 2019
Noble Vici Group, Inc.
1 Raffles Place, #33-02
One Raffles Place Tower One
Singapore 048616
Ladies and Gentlemen:
At your request, as
your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”)
to be filed by Noble Vici Group, Inc., a Delaware corporation (the “Company”) with the Securities and
Exchange Commission (the “Commission”) on or about October 8, 2019, in connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of One Hundred Thousand
(100,000) shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the
“Common Stock”), subject to issuance by the Company pursuant to that certain Consulting Agreement between
the Company and Jenny Chen-Drake, dated October 8, 2019, (the “Consulting Agreement”). At your request
we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”).
In connection with
our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies
of: the Company’s current Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (collectively,
the “Charter Documents”), the Consulting Agreement, the Registration Statement and the exhibits thereto,
and certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s
stockholders relating to adoption or approval of the Company Charter Documents, the Consulting Agreement, the reservation of the
Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities
Act and documents (including a certified copy of the Company’s stockholder list from the Company’s transfer agent specifying
the Company’s outstanding and capital stock and such other documents as we have deemed advisable, and we have examined such
questions of law as we have considered necessary.
In our examination
of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of
all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals
and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other
than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic
agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution
and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments
representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering
our opinion, we have also relied upon a Certificate of Good Standing dated October 3, 2019 issued by the Delaware Secretary of
State with respect to the Company) and representations and certifications made to us by the Company, including without limitation
representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number
of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities
or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render this opinion
only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other
than, the existing Delaware General Corporation Law now in effect. We express no opinion with respect to the securities or “blue
sky” laws of any state.
Based upon, and subject
to, the foregoing, it is our opinion that upon issuance by the Company of the 100,000 Shares of Common Stock pursuant to the Consulting
Agreement against the Company’s receipt of consideration therefor (in an amount and type of consideration not less than the
par value per Share) in accordance with the terms of the Consulting Agreement and have been duly registered on the books of the
transfer agent and registrar for the Shares in the name or on behalf of the holder(s) thereof, such Shares will be validly issued,
fully paid and non-assessable.
We consent to the
use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration
Statement, the prospectus constituting a part thereof and any amendments thereto. We do not thereby admit that we are 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. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration
Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific
legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered
on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law
that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or
change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify
any of the opinions expressed herein.
Very truly yours,
CHEN-DRAKE LAW, PC
By: /s/ Chen-Drake Law, PC
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement
is dated as of October 8, 2019, among, Noble Vici Group, Inc., a Delaware corporation
(the “Company”), and Jenny Chen-Drake (“Consultant”).
WHEREAS, the
Company has requested the Consultant to provide the Company with certain legal services in connection with its business (the “Services”),
and the Consultant has agreed to provide the Company with the Services; and
WHEREAS, the
Company wishes to compensate the Consultant with shares of its common stock for such Services through the payment to the Consultant
of a fixed fee of 100,000 shares of its common stock, par value $0.0001 per share (the “Shares”).
NOW THEREFORE,
in consideration of the mutual covenants hereinafter stated, it is agreed as follows:
1. The
Company shall issue 100,000 Shares to the Consultant, as consideration for the Services rendered. The Company shall register all
100,000 Shares on a Form S-8 under this Consulting Agreement. The registration statement shall be filed promptly following the
execution of this Consulting Agreement.
IN WITNESS WHEREOF,
this Consulting Agreement has been executed by the parties as of the date first above written.
|
|
CONSULTANT
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jenny Chen-Drake
|
|
|
|
Jenny Chen-Drake
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE COMPANY:
|
|
|
|
|
|
|
NOBLE VICI GROUP, INC.
|
|
|
|
|
|
|
|
|
|
|
/s/ Eldee Wai Chong Tang
|
|
|
Eldee Wai Chong Tang
|
|
|
Chief Executive Officer
|
