As filed with the Securities and Exchange Commission on October 13, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Fincera Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands |
| Not Applicable |
(State or other jurisdiction |
| (I.R.S. Employer Identification No.)
|
27/F, Kai Yuan Finance Center, No. 5, East Main Street
Shijiazhuang, Hebei
People’s Republic of China
(Address of principal executive offices) (Zip Code)
Fincera Inc. 2015 Omnibus Equity Incentive Plan
(Full title of the Plan)
Jason Wang
Fincera Inc.
4445 Eastgate Mall, Suite 200
San Diego, CA 92121
(Name and address of agent for service)
(858) 997-0680
(Telephone number, including area code, of agent for service)
Copies to:
Steven D. Pidgeon, Esq.
DLA Piper LLP (US)
2525 East Camelback Road
Esplanade II, Suite 1000
Phoenix, Arizona 85016-4245
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. (check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| (Do not check if a 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.¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be | Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
| Ordinary Shares, par value $0.001 per share (“Ordinary Shares”), to be issued pursuant to the Fincera Inc. 2015 Omnibus Equity Incentive Plan | 1,576,288 shares | $ | 34.00 | (2) | $ | 53,593,792.00 | $ | 6,672.43 | ||||||
| (1) | An aggregate of 2,600,000 shares of Ordinary Shares may be offered or issued pursuant to the Registrant’s 2015 Omnibus Equity Incentive Plan (the “Plan”). The Registrant previously registered 1,023,712 shares on Form S-8 (File No. 333-218291) for issuance under the Plan. The Registrant is registering an additional 1,576,288 shares for issuance under the Plan on this Form S-8. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Ordinary Shares which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Ordinary Shares. |
| (2) | Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee under Rule 457(c) and (h) of the Securities Act based on the average of the high and low prices per share of the Registrant’s Ordinary Shares as reported by the OTCQB Venture Market on October 9, 2017 (i.e. $34.00), a date that is within five business days of the date of filing of this Registration Statement. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only. |
INCORPORATION BY REFERENCE
The purpose of this Registration Statement on Form S-8 is to register an additional 1,576,288 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), for issuance pursuant to the Fincera Inc. 2015 Omnibus Equity Incentive Plan (the “Plan”). The increase in the number of shares of Common Stock authorized to be issued under the Plan was approved by the Registrant’s stockholders on August 30, 2017. In accordance with General Instruction E to Form S-8, the contents of the prior Registration Statement on Form S-8 (File No. 333-218291) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on May 26, 2017, with respect to shares to be offered or issued under the Plan, are hereby incorporated by reference and made a part hereof.
All documents filed by the Registrant under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this Registration Statement, but prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof 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 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.
PART II
Information Required in the Registration Statement
Item 8. Exhibits
The information set forth in the Exhibit Index immediately following the signature page to this Registration Statement on Form S-8 is incorporated by reference into this Item 8.
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 City of San Diego, State of California, on this 13th day of October, 2017.
| FINCERA INC. | |||
| (Registrant) | |||
| By: | /s/ Jason Wang | ||
| Jason Wang | |||
| Chief Financial Officer | |||
Each person whose signature appears below constitutes and appoints Jason Wang as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, of and supplements to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto any such 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, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of their respective 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 | Title | Date | ||
| /s/ Yong Hui Li | Chairman, Chief Executive Officer, and Director | October 13, 2017 | ||
| Yong Hui Li | (Principal executive officer) | |||
| /s/ Jason Wang | Chief Financial Officer | October 13, 2017 | ||
| Jason Wang | (Principal financial officer) |
| /s/ Spencer Ang Li | VP, Product and Director | October 13, 2017 | ||
| Spencer Ang Li | ||||
| /s/ James Cheng-Jee Sha | Director | October 13, 2017 | ||
| James Cheng-Jee Sha | ||||
| /s/ Diana Chia-Huei Liu | Director | October 13, 2017 | ||
| Diana Chia-Huei Liu | ||||
| /s/ Leon Ling Chen | Director | October 13, 2017 | ||
| Leon Ling Chen |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the undersigned as the duly authorized representative of the Registrant in the United States.
| /s/ Jason Wang |
Jason Wang
|
Date: October 13, 2017
EXHIBIT INDEX
