UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Prenetics Global Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | (Zip Code) | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| Unit 701-706, K11 Atelier King’s Road, 728 King’s Road, Quarry Bay, Hong Kong |
| (Address of Principal Executive Offices) |
2022 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, and 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 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 | ☐ | 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 on Form S-8 is being filed by Prenetics Global Limited (the “Registrant”) to register additional securities issuable pursuant to the 2022 Share Incentive Plan (the “Plan”) and consists of only those items required by General Instruction E to Form S-8. Pursuant to Section 3.1(a) of the Plan (hereinafter referred to as the “evergreen provisions”), the number of ordinary shares with respect to which awards may be granted under the Plan will be increased on the first day of each calendar year beginning in 2023, in accordance with a formula set forth in the Plan. Based on the foregoing, the additional securities registered hereby consist of 5,557,230 ordinary shares that are added to the award pool of the Plan, effective from January 1, 2023, pursuant to the Plan’s evergreen provisions, which were not previously registered under the registration statement on Form S-8 (File No. 333-267956) filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 20, 2022 (the “Prior Registration Statement”).
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except as otherwise set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference as of their respective dates and deemed to be a part hereof:
| (a) | our Annual Report on Form 20-F (File No. 001-41401) for the year ended December 31, 2022 filed with the Commission on May 1, 2023; |
| (b) | the description of the Registrant’s ordinary shares as contained in its registration statement on Form 8-A (File No. 001-41401), filed with the Commission under Section 12(b) of the Exchange Act on May 17, 2022, including any amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement 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 this registration statement and to be part hereof from the date of filing of such documents.
Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference 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.
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Item 8. Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this registration statement.
EXHIBIT INDEX
| * | Filed herewith. |
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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 on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on May 1, 2023.
| Prenetics Global Limited | ||
| By: | /s/ Danny Sheng Wu Yeung | |
| Name: | Danny Sheng Wu Yeung | |
| Title: | Chief Executive Officer | |
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KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Danny Sheng Wu Yeung and Lo Hoi Chun, each acting alone, as his or her true and lawful attorney-in-fact and agents, with the power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto, including post-effective amendments, of Prenetics Global Limited, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may and agent, 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 | Title | Date | ||
/s/ Danny Sheng Wu Yeung | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | May 1, 2023 | ||
| Danny Sheng Wu Yeung | ||||
/s/ Lo Hoi Chun | Chief Financial Officer (Principal Financial and Accounting Officer) | May 1, 2023 | ||
| Lo Hoi Chun | ||||
/s/ Cheng Yin Pan | Director | May 1, 2023 | ||
| Cheng Yin Pan | ||||
/s/ Cui Zhanfeng | Director | May 1, 2023 | ||
| Cui Zhanfeng | ||||
/s/ Ian Ying Woo | Independent Director | May 1, 2023 | ||
| Ian Ying Woo | ||||
/s/ Chiu Wing Kwan Winnie | Independent Director | May 1, 2023 | ||
| Chiu Wing Kwan Winnie | ||||
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Prenetics Global Limited has signed this registration statement or amendment thereto in the City of New York, New York on May 1, 2023.
| Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President | ||
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