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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/03/21 Reliant Holdings, Inc. S-8 8/03/21 5:222K Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 38K
Employee Benefit Plan
2: EX-4.1 Option Award Grant Agreement HTML 37K
3: EX-4.2 Restricted Stock Grant Agreement HTML 40K
4: EX-5.1 Opinion of the Loev Law Firm HTML 13K
5: EX-25.1 Consent HTML 5K
As filed with the Securities and Exchange Commission on August 2, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| Reliant Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 47-2200506 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer of Incorporation No.) |
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| ||
| (Address of Principal Executive Offices) |
| (Zip Code) |
Reliant Holdings, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
Chief Executive Officer
2343 Hymeadow Drive, Suite 3-A
(Name and address of agent for service)
(512) 407-2623
(Telephone
number, including area code, of agent for service)
Copy to:
David M. Loev, Esq.
John S. Gillies, Esq.
The Loev Law Firm, PC
6300 West Loop South, Suite 280
Telephone: (713) 524-4110
Facsimile: (713) 524-4122
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 | ☒ |
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| 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 Registered(1)(2) |
| Proposed maximum offering price per share |
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| Proposed maximum aggregate offering price |
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| Amount of registration fee |
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| Common Stock, par value $0.001 per share |
| 2,500,000 shares (3) |
| $ | 0.15 | (4) |
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$ | 375,000 |
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| $ | 40.91 |
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| Total |
| 2,500,000 shares |
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| 0.15 |
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| $ | 375,000 |
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| $ | 40.91 |
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| (1) | This Registration Statement on Form S-8 relates to the 2021 Equity Incentive Plan (the “2021 Plan”) and of Reliant Holdings, Inc. (the “Registrant” or the “Company”). An aggregate of 2,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”) may be issued under the 2021 Plan. |
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| (2) | In accordance with Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
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| (3) | Represents shares reserved for issuance pursuant to future awards under the Reliant Holdings, Inc. 2021 Equity Incentive Plan. |
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(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act. The maximum price per share and the maximum aggregate offering price are based on the average of the $0.15 (high) and $0.15 (low) sale price of the Registrant's Common Stock as reported on The OTCQB Market maintained by OTC Markets on July 26, 2021 (which date is the last day that the Registrant’s Common Stock traded on the OTC Markets prior to the date of the filing of this Registration Statement). |
| 2 |
EXPLANATORY NOTE
This Registration Statement on Form S-8 of Reliant Holdings, Inc. (“we”, “us”, “our”, the “Company” or “Registrant”) has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 2,500,000 shares of common stock reserved for future issuance under the Company’s 2021 Equity Compensation Plan (the “2021 Plan”).
| 3 |
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Items 1 and 2, from this page, and the documents incorporated by reference pursuant to Part II, Item 3 of this prospectus, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 1. Plan Information.
The Company will provide each recipient (the “Recipients”) of an award under the 2021 Plan with documents that contain information related to the 2021 Plan, 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 is not being filed as a part of this 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. A Section 10(a) prospectus will be given to each Recipient who receives shares of Common Stock covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
We will provide to each Recipient 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:
Chief Executive Officer/Chief Financial Officer
2343 Hymeadow Drive, Suite 3-A
(512) 407-2623
| 4 |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company are incorporated by reference into this registration statement on Form S-8 (the “Registration Statement”) and are made a part hereof:
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(a) | |
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| (b) | Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, respectively; |
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| (c) | |
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| (d) | The description of our common stock contained in our Registration Statement on Form S-1/A, filed with the SEC on August 9, 2017 (File No. 333-214274), including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of filing this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby 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 a part hereof from the date of filing of such documents, except for the documents, or portions thereof, that are “furnished” rather than filed with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which is also, or is deemed to be, incorporated herein 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Nevada Revised Statutes and our Articles of Incorporation allow us to indemnify our officers and directors from certain liabilities and our Bylaws, as amended and restated, state that we shall indemnify every (i) present or former director, advisory director or officer of us, (ii) any person who while serving in any of the capacities referred to in clause (i) served at our request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) (each an “Indemnitee”).
| 5 |
Our Bylaws provide that we shall indemnify an Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any proceeding in which he was, is or is threatened to be named as a defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, if it is determined that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his official capacity, that his conduct was in our best interests and, in all other cases, that his conduct was at least not opposed to our best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to us or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to us.
Other than in the limited situation described above, our Bylaws provide that no indemnification shall be made in respect to any proceeding in which such Indemnitee has been (a) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (b) found liable to us. The termination of any proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a) or (b) above. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.
Neither our Bylaws nor our Articles of Incorporation include any specific indemnification provisions for our officers or directors against liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
| 6 |
Item 8. Exhibits.
Item 9. Undertakings.
(a) The Company 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. 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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.
However, paragraphs (a)(1)(i) and (a)(1)(ii) 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 Company pursuant to Section 13 or Section 15(d) of the Securities 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; and
(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 Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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, our company 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.
| 7 |
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 Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Austin, Texas, on August 2, 2021.
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| RELIANT HOLDINGS, INC. |
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| By: | /s/ Elijah May |
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| Chief Executive Officer |
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| (Principal Executive Officer and Principal Financial/Accounting Officer) |
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of / Effective on: | 8/3/21 | None on these Dates | ||
| Filed on: | 8/2/21 | |||
| 7/26/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Reliant Holdings, Inc. 10-K 12/31/23 57:3.7M Discount Edgar/FA 12/12/23 Reliant Holdings, Inc. 10-Q 9/30/23 45:2.8M Discount Edgar/FA 10/06/23 Reliant Holdings, Inc. 10-Q 6/30/23 45:2.8M Discount Edgar/FA 5/18/23 Reliant Holdings, Inc. 10-Q 3/31/23 46:3.3M Discount Edgar/FA 4/10/23 Reliant Holdings, Inc. 10-K 12/31/22 58:4.3M Discount Edgar/FA 11/15/22 Reliant Holdings, Inc. 10-Q 9/30/22 50:2.9M Discount Edgar/FA 8/15/22 Reliant Holdings, Inc. 10-Q 6/30/22 49:2.8M Discount Edgar/FA 5/18/22 Reliant Holdings, Inc. 10-Q 3/31/22 44:3.2M Discount Edgar/FA 4/13/22 Reliant Holdings, Inc. 10-K 12/31/21 51:3.7M Discount Edgar/FA 11/15/21 Reliant Holdings, Inc. 10-Q 9/30/21 40:2.3M Discount Edgar/FA 8/16/21 Reliant Holdings, Inc. 10-Q 6/30/21 40:2.7M Discount Edgar/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/17/21 Reliant Holdings, Inc. 8-K:3,5,9 6/14/21 3:380K Discount Edgar/FA 5/24/21 Reliant Holdings, Inc. 10-Q 3/31/21 38:1.4M Discount Edgar/FA 3/31/21 Reliant Holdings, Inc. 10-K 12/31/20 48:2.5M Discount Edgar/FA 8/09/17 Reliant Holdings, Inc. S-1/A 3:1M Loev Corp Filings Inc/FA |