LYT Lytus Technologies Holdings PTV Ltd

As filed with the Securities and Exchange Commission on September 13, 2024

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Lytus Technologies Holdings PTV. Ltd.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		Not Applicable
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
Unit 1214, ONE BKC, G Block Bandra Kurla Complex Bandra East Mumbai, India 400 051 (Address of Principal Executive Offices)   (284) 494-2810 (Registrant’s telephone number, including area code)

 

Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan

(Full title of the plan)

 

CCS Global Solutions, Inc. 530 Seventh Avenue, Suite 508 New York, NY 10018 (315) 930-4588 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to: Thomas J. Poletti, Esq. Veronica Lah, Esq. Manatt, Phelps & Phillips LLP 695 Town Center Drive, 14th Floor Costa Mesa, CA 92626 (714) 371-2500

 

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. ☐

 

 

 

REGISTRATION OF ADDITIONAL SHARES

 

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, Lytus Technologies Holdings PTV. Ltd. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 9,333,333 additional common shares, par value $0.01 per share (“Common Shares”), under the Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan, as amended (the “Plan”). On September 12, 2024, the Board of Directors approved an amendment to the Plan to increase the number of shares reserved for issuance thereunder to 10,000,000 shares from 2,166,667 shares following the reverse stock split. As such, this Registration Statement is registering the remaining Common Shares available for grant under the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on November 22, 2023 (Registration No. 333-275730). In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents are incorporated herein by reference:

 

(a)

The Registrant’s latest Form 20-F filed with the Commission on August 15, 2024 (the “Form 20-F”) pursuant to Section 13 or 15(d) of the Exchange Act (the “Exchange Act”), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed (File No. 001-41418); and

 

(b)

The description of the Registrant’s Common Shares which is included as Exhibit 2.1 to the Form 20-F, including any amendments or supplements thereto.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

 

Item 8. Exhibits.

 

The following exhibits are filed as part of this Registration Statement:

 

Exhibit Number		Description of Document
5.1*		Opinion of McW Todman & Co., with respect to the legality of the securities being registered
10.1**		Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan
10.2*		Amendment No. 1 to Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan
23.1*		Consent of Pipara & Co LLP, an independent registered public accounting firm
23.2*		Consent of McW Todman & Co. (included in the opinion filed as Exhibit 5.1)
24.1*		Power of Attorney of the directors of the Registrant (contained in the signature pages hereto)
107*		Filing Fee Table

 

*	Filed herewith.
**	Incorporated by reference to Exhibit 10.1 to the Registrant’s Form S-8 filed with the Commission on November 22, 2023.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe 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 State of Florida, United States, on September 13, 2024.

 

	Lytus Technologies Holdings PTV. Ltd.
	By:	/s/ Dharmesh Pandya
		Dharmesh Pandya
	Title:	Chief Executive Officer (Principal Executive Officer)

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dharmesh Pandya and Shreyas Shah and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Dharmesh Pandya		Director and Chief Executive Officer		September 13, 2024
Dharmesh Pandya		(Principal Executive Officer)
/s/ Shreyas Shah		Chief Financial Officer and Director		September 13, 2024
Shreyas Shah		(Principal Accounting and Financial Officer)
/s/ Rajeev Kheror		Director		September 13, 2024
Rajeev Kheror
/s/ Parvez Master		Director		September 13, 2024
Parvez Master
/s/ Robert M. Damante		Director		September 13, 2024
Robert M. Damante

 

 

Signature of Authorized U.S. Representative of Registrant

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lytus Technologies Holdings PTV. Ltd., has signed this Registration Statement on September 13, 2024.

 

	By:	/s/ Dharmesh Pandya
		Name:	Dharmesh Pandya
		Title:	Chief Executive Officer

 

 

II-3

Exhibit 5.1

 

 

Our Ref: NSJ/DP/LTH/201123

Email: nstjean@mctodman.com

 

Lytus Technologies Holdings PTV. Ltd.

Business Center 1, M Floor
The Meydan Hotel
Nad Al Sheba, Dubai, UAE

 

13 September 2024

 

Dear Sir,

 

Re:	LYTUS TECHNOLOGIES HOLDINGS PTV. LTD. BC# 2033207(the “Company”)

 

We have acted as British Virgin Islands counsel to Lytus Technologies Holdings PTV. LTD., a corporation formed under the laws of the British Virgin Islands (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) with respect to the registration of 9,333,333 common shares of the Company (the “Shares”) for the Company’s 2023 Employee Incentive Plan (the “Plan”).

 

Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

(a)	A copy of the Registration Statement;

 

(b)	A copy of the Company’s Certificate of Incorporation issued by the Registrar of Corporate Affairs in the British Virgin Islands on 28 March 2022, certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 20 November 2023;

 

(c)	A copy of the statutory registers of directors and officers, members, mortgages and charges of the Company as maintained at its registered office in the British Virgin, certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 20 November 2023.

 

McNamara Chambers, 2^nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands

Tel: + 1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com

 

 

(d)	A copy of the Memorandum and Articles of Association of the Company as registered and filed with the Registrar of Corporate Affairs in the British Virgin Islands, certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 20 November 2023;

 

(e)	A copy of the filed resolutions of the Company dated 15 May 2020 increasing the number of shares that the Company is authorised to issue certified as true by McNamara Corporate Services Limited, the Registered Agent of the Company on 20 November 2023;

 

(f)	The records of the Company held at the Registry of Corporate Affairs in the British Virgin Islands;

 

(g)	Such other documents and laws as we consider necessary as a basis for giving this opinion.

 

The documents listed in paragraphs (d) to (i) above inclusive are collectively referred to in this opinion as the “Company Records”.

 

ASSUMPTIONS

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy of our search at the Registry of Corporate Affairs. We have also relied upon the following assumptions, which we have not independently verified:

 

(a)

All original documents are authentic, that all signatures and seals are genuine, that all documents purporting to be sealed have been so sealed, that all copies are complete and conform to their original and that the Form S-8 conforms in every material respect to the latest drafts of the same produced to us and that where documents have been provided to us in successive drafts marked-up to indicate changes to such documents all such changes have been so indicated.

 

(b)	The copies of the Company Records are complete and constitute a complete and accurate record of the business transacted and resolutions adopted by the Company and all matters required by law.

 

(c)	There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions herein.

 

OPINION

 

Based only upon and subject to the foregoing assumptions and the reservations and qualifications set out below, and having regard to such legal considerations as we deem relevant, and under the laws of the British Virgin Islands, we are of the opinion that:

 

1.	The Company is a company duly incorporated under the Business Companies Act, 2004 of the British Virgin Islands (the “Act”) and validly exists as a BVI business company limited by shares in the British Virgin Islands.

 

2.	The Company is authorised to issue 230,000,000 shares of one class with a par value of US$0.01 each.

 

3.	The issue and allotment of the Shares when issued in accordance with the Plan will be legally issued and allotted, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

McNamara Chambers, 2^nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands

Tel: + 1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com

 

 

QUALIFICATIONS

 

(a)

In this opinion the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

(b)

Except as specifically stated herein, we make no comment with regard to warranties or representations that may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully,

 

/s/ McW. Todman & Co.

McW. Todman & Co.

 

McNamara Chambers, 2^nd Floor, 116 Main Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands

Tel: + 1-284 2810, 284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com

 

Exhibit 10.2

 

FIRST AMENDMENT TO THE

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.

2023 EMPLOYEE INCENTIVE PLAN

 

THIS FIRST AMENDMENT (the “First Amendment”) to the Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.

 

W I T N E S S E T H:

 

WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based awards;

 

WHEREAS, Section 15.1 of the Plan provides that the Company’s board of directors (the “Board”) may amend the Plan at any time and from time to time;

 

WHEREAS, the Board now desires to amend the Plan to change the number of shares of Common Stock available for the grant of awards under the Plan.

 

NOW, THEREFORE, BE IT RESOLVED, that, the Plan shall be amended as set forth below:

 

1.

The first sentence of Section 4.2 of the Plan is hereby deleted and replaced with the following:

 

The maximum number of shares of Common Stock in respect of which Awards may be granted or paid out under the Plan, subject to adjustment as provided in Section 14.2 of the Plan, shall not initially exceed 10 Million (10,000,000) shares (the “Initial Share Limit”); all of which may be issued pursuant to the exercise of Incentive Stock Options.

 

FURTHER RESOLVED, that except as amended hereby, the Plan shall continue to read in the current state and is specifically ratified and reaffirmed.

 

[Remainder of Page Intentionally Left Blank]

 

 

IN WITNESS WHEREOF, the undersigned has executed this Amendment as evidence of its adoption by the Board of Directors of the Company.

 

	LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.
	By:	/s/ Dharmesh Pandya
	Name:	Dharmesh Pandya
	Title:	Chief Executive Officer

 

 

 

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 15, 2024 relating to the financial statements of Lytus Technologies Holding Ptv. Ltd., appearing in the Annual Report on Form 20-F of Lytus Technologies Holding Ptv. Ltd. for the year ended March 31, 2024.

 

For, Pipara & Co LLP (6841)

 

/s/ Pipara & Co LLP

 

Place: Ahmedabad, India

 

Date: September 13, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Lytus Technologies Holdings PTV. Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount to be Registered(1)				Proposed Maximum Offering Price per Share(3)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Shares, par value $0.01 per share		Rule 457(c) and Rule 457(h)			9,333,333	(2)		$	1.67			$	15,586,666			$	0.00014760			$	2,300.59
Total Offering Amounts																						$	2,300.59
Total Fees Previously Paid															0								0
Total Fee Offsets															0								0
Net Fee Due																						$	2,300.59

 

(1)	This Registration Statement covers, in addition to the number of shares of the Registrant’s common shares, par value $0.01 per share (the “Common Shares”) stated above, such indeterminate number of any additional shares of Common Shares that may become issuable under the Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan, as amended, by reason of any stock split, stock dividend or similar transaction pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Represents the remaining shares of Common Stock reserved for issuance under the Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan, as amended.

 

(3)

Pursuant to paragraphs (c) and (h) of Rule 457, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed based on the average of the high and low sale prices of the Common Stock reported on the NASDAQ Stock Market on September 10, 2024, a date within five business days prior to the date of filing the Registration Statement.

 

---