As filed with the Securities and Exchange Commission
on February 12, 2025
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RECON TECHNOLOGY, LTD
(Exact name of Registrant as specified in its
charter)
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| Cayman Islands |
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
Room 601, No. 1 Shui’an South Street
Chaoyang District, Beijing, 100012
People’s Republic of China
(Address and telephone number of Registrant’s
principal executive offices)
Recon Technology Ltd 2024 Equity Incentive
Plan
Recon Technology Ltd 2015 Equity Incentive
Plan
(Full title of the plans)
CT Corporation System
28 Liberty St.
New York, NY 10005
+1-212-894-8940 — telephone
(Name, address and telephone number of agent
for service)
Copies to:
Anthony W. Basch, Esq.
Benming Zhang, Esq.
Kaufman & Canoles, P.C.
Two James Center, 14th Floor
1021 East Cary Street
Richmond, VA 23219
+1-804-771-5700 — telephone
+1-888-360-9092 — facsimile
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 |
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Accelerated filer |
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| Non-accelerated filer |
x |
Smaller reporting company |
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Emerging growth company |
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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 is being filed by
the Registrant in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities
Act”), in order to register its Ordinary Shares of the Registrant, par value US$0.0001 per share, issuable pursuant to the 2024
Equity Incentive Plan (the “2024 Plan”) adopted by the Board of Directors and approved by the shareholders of the Company.
Additionally, pursuant to General Instruction
E to Form S-8 under the Securities Act, this Registration Statement is filed by the Registrant for the purpose of registering 494,322
additional Ordinary Shares, par value $0.0001 per share, under the 2015 Equity Incentive Plan (the “2015 Plan”). The additional
Ordinary Shares are being registered for the remaining issuable Ordinary Shares pursuant to the 2015 Plan.
The additional Ordinary Shares issuable under
the 2015 Plan pursuant to this Registration Statement are of the same class of securities as the 26,400 Ordinary Shares, on
post reverse splits bases occurring in 2019 and 2024, registered for issuance under the 2015 Plan pursuant to currently effective Registration
Statement on Form
S-8 (Registration No. 333-213617) filed on September 13, 2016. The information contained in the Company’s Registration Statements
on Form S-8 (Registration No. 333-213617) is hereby incorporated by reference pursuant to General Instruction E.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan Information* |
| Item 2. |
Registrant Information and Employee Plan Annual Information* |
| * |
Information required by Part I to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities
Act, and the “Note” to Part I of Form S-8. The documents containing information specified in this Part I
will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities
Act. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents filed
with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates
in this Registration Statement:
(a) The
Registrant’s latest annual
report on Form 20-F for the year ended June 30, 2024 filed with the SEC on October 30, 2024 (File No. 001-34409) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b) The
Registrant’s current reports on Form 6-K furnished to the Commission on December
15, 2023, February 5, 2024, February
13, 2024, April 2, 2024, April
25, 2024, April 29, 2024, May
23, 2024, and June 28,
2024, respectively; and
(c) The
description of the Registrant’s Class A Ordinary Shares incorporated by reference in the Registrant’s registration statement
on Form 8-A/A filed with the
Commission on June 14, 2021, including any amendment and report subsequently filed for the purpose of updating that description.
In addition, this Registration
Statement will incorporate by reference all other documents subsequently filed by the Registrant under Section 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement indicating that all
securities offered have been sold or deregistering all securities then remaining unsold. All those documents will be considered a part
of this Registration Statement from the respective dates the Registrant files them. 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 later filed document that also is or is deemed to be incorporated by reference
modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to be
a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
Cayman Islands law does not
limit the extent to which a company’s Articles of Association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Under the Fourth Amended and Restated Memorandum and Articles of Association
of the Registrant, the Registrant may indemnify its directors, officers, and their heirs, executors, administrators and personal representatives
against all actions, proceedings costs, charges, losses, damages and expenses which they incur or sustain by reason of any act done or
omitted in the course of their duty. To be entitled to indemnification, these persons must have acted honestly and in good faith with
a view to the best interest of the Registrant, without fraud, willful neglect or default and, in the case of criminal proceedings, they
must have had no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
See Exhibit Index.
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(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:
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(i) |
To include any prospectus required by section
10(a)(3) of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and |
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(iii) |
To include any material information with respect
to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement; |
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included on a post-effective amendment by those
paragraphs is contained in periodic reports filed by or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act, 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, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 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 Commission
such indemnification is against public policy as expressed in the Securities Act 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 whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the U.S. 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, on February 12, 2025.
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RECON TECHNOLOGY, LTD |
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By: |
/s/ Shenping Yin |
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Name: |
Shenping Yin |
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Title: |
Chief Executive Officer |
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(Principal Executive Officer) |
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By: |
/s/ Jia Liu |
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Name: |
Jia Liu |
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Title: |
Chief Financial Officer |
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(Principal Accounting and Financial Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Shenping Yin and Jia Liu, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement
and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated
capacities on February 12, 2025.
| Signature |
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Title |
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Date |
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| /s/ Shenping Yin |
Chief Executive Officer and Director |
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February 12, 2025 |
| Shenping Yin |
(Principal Executive Officer) |
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| /s/ Jia Liu |
Chief Financial Officer and Director |
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February 12, 2025 |
| Jia Liu |
(Principal Accounting and Financial Officer) |
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| /s/ Ketong Chen |
Authorized Representative in the United States |
|
February 12, 2025 |
| Ketong Chen |
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| /s/ * |
Chief Technology Officer and Director |
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February 12, 2025 |
| Guangqiang Chen |
(Chairman) |
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| /s/ * |
Director |
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February 12, 2025 |
| Zhongchen Hu |
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| /s/ * |
Director |
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February 12, 2025 |
| Jijun Hu |
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| /s/ * |
Director |
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February 12, 2025 |
| Nelson N.S. Wong |
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| /s/ * |
Director |
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February 12, 2025 |
Yonggang Duan
*By Shenping Yin, Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit 5.1
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Floor 4, Willow House, Cricket Square |
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Grand Cayman KY1-9010 |
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Cayman Islands |
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D +1 345 914 5821 |
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T +1 345 949 2648 |
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F +1 345 949 8613 |
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E aclynes@campbellslegal.com |
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campbellslegal.com |
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Our Ref: 11963-16173 |
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Your Ref: |
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By Email
Recon Technology, Ltd
Room 1902, Building C
King Long International Mansion
No. 9 Fulin Road
Beijing 100107
People’s Republic of China
12 February 2025
Dear Sirs,
Recon Technology, Ltd
We are Cayman Islands counsel for Recon Technology,
Ltd, a Cayman Islands corporation (the “Company”), in connection with the registration and offering of 438,766 ordinary
shares, par value US$0.0001 per share, of the Company issuable in accordance with the Company’s 2015 Equity Incentive Plan, and
in respect of a Registration Statement on Form S-8 (“Registration Statement”) to which this opinion is a part,
to be filed with the United States Securities and Exchange Commission (the “Commission”).
In connection with rendering our opinion as set
forth below, we have reviewed and examined the following:
| 1 | Copy of the Fourth Amended and Restated Memorandum of Association and Articles of Association of the Company
as adopted by the Company by a special resolution of the shareholders on March 29, 2024 (the “Shareholders Resolution”). |
| 2 | Copies of the written resolutions of the Board of Directors of the Company dated 28 February 2022, 9 March 2023, 26 February 2024 and
2 May 2024. |
| 3 | A copy of the Shareholders Resolution dated March 29, 2024. |
| 4 | An electronic copy of the Registration Statement as provided and to be filed with the Commission on or
about the date of this opinion. |
| 5 | A copy of the Register of Directors of the Company. |
| 6 | Copy of a Certificate of a Director of the Company
dated 11 February 2025 (the “Director’s Certificate”). |
| 7 | Such other documents and laws as we consider necessary as a basis for giving this opinion. |
The Registration Statement and the exhibits to
the Registration Statement are referred to below as the “Document”.
The following opinion is given only as to matters
of Cayman Islands law and we express no opinion with respect to any matters governed by or construed in accordance with the laws of any
jurisdiction other than the Cayman Islands. We have assumed that there is nothing under any law (other than the laws of the Cayman Islands)
which would affect or vary the following opinion. Specifically, we have made no independent investigation of the laws of the United States
of America and we offer no opinion in relation thereto. We offer no opinion in relation to any representation or warranty given by any
party to the Document save as specifically hereinafter set forth. This opinion is strictly limited to the matters stated in it, does not
apply by implication to other matters, and only relates to (1) those circumstances or facts specifically stated herein and (2) the
laws of the Cayman Islands, as they respectively exist at the date hereof.
In giving this opinion we have assumed, without
independent verification:
| (a) | the genuineness of all signatures and seals, the authenticity of all documents submitted to us as originals,
the conformity of all copy documents or the forms of documents provided to us to their originals or, as the case may be, to the final
form of the originals and that any markings showing revisions or amendments to documents are correct and complete; |
| (b) | that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly
record the proceedings of such meetings and/or the subject matter which they propose to record and that all factual statements therein
contained are true and correct and that any meetings referred to in such copies were duly convened and held and that all resolutions set
out in such copy minutes or resolutions were duly passed and are in full force and effect and that all factual statements made in such
resolutions, the Director’s Certificate and any other certificates and documents on which we have relied are true and correct (and
continue to be true and correct); |
| (c) | that the statutory registers of directors and officers, members, mortgages and charges and the minute
book of the Company are true, complete, accurate and up to date; |
| (d) | the accuracy of all representations, warranties and covenants as to factual matters made by the parties
to the Document; and |
| (e) | that there is no contractual or other prohibition (other than as may arise by virtue of the laws of the
Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations. |
Based upon the foregoing and in reliance thereon,
it is our opinion that:
| (i) | The Company has taken all necessary action to authorise the execution, delivery and performance of the
Document in accordance with its terms. |
| (ii) | The ordinary shares as described in the Registration Statement will, upon the receipt of full payment,
issuance and delivery in accordance with the terms of the offering described in the Registration Statement and registration in the register
of members (shareholders) of the Company be validly issued, fully paid and non-assessable. |
The foregoing opinion is subject to the following
reservations and qualifications:
| 1 | In the event that the Document is executed in or brought within the jurisdiction of the Cayman Islands
(e.g., for the purposes of enforcement or obtaining payment), stamp duty may be payable. |
| 2 | We neither express nor imply any opinion as to any representation or warranty given by the Company in
the Document as to its capability (financial or otherwise) to undertake the obligations assumed by it under the Document. |
| 3 | To maintain the Company in good standing under the laws of the Cayman Islands annual fees must be paid
and annual returns made to the Registrar of Companies. The annual fees are payable by the Company and will not affect the non-assessable
nature of the ordinary shares. |
We hereby consent to the use of this opinion as
an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Document constituting
a part thereof. 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/ Campbells LLP |
| Campbells LLP |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in the Registration Statement on Form S-8 on the consolidated financial statements of Recon
Technology, Ltd and its subsidiaries (the “Company”) of auditor’s opinion in the Report of Independent Registered Public
Accounting Firm dated on October 30, 2024, relating to the consolidated balance sheets of the Company as of June 30, 2024 and 2023, and
the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows
for the years ended June 30, 2024 and 2023, and the related notes, included in its Annual Report on Form 20-F.
/s/ Enrome LLP
Singapore
February 12, 2025
| Enrome LLP |
143 Cecil Street #19-03/04 |
admin@enrome-group.com |
| |
GB Building Singapore 069542 |
www.enrome-group.com |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Recon Technology, Ltd
(Exact name of registrant as specified in its charter)
| Table 1 – Newly Registered Securities |
Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Ordinary
shares,
$0.0001
par value
per share,
reserved
for
issuance
under the
2024
Equity
Incentive
Plan |
Other |
2,263,194 (2) |
$2.07(3) |
$ 4,684,812 |
$153.10 per
$1,000,000 |
$ 717.24 |
| Equity |
Ordinary shares, $0.0001 par value per share, reserved for additional issuances under the 2015 Equity Incentive Plan |
Other |
494,322 (4) |
$2.07 (3) |
$1,023,247 |
$153.10 per $1,000,000 |
$ 156.66 |
| Total Offering Amounts |
|
$ 5,708,058 |
|
$ 873.90 |
| Total Fee Offsets |
|
|
|
— |
| Net Fee Due |
|
|
|
$ 873.90 |
| (1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s ordinary shares that become issuable under the 2024 Equity Incentive Plan (the “2024 Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding ordinary shares. |
| (2) |
Represents 2,263,194 ordinary shares initially available for grants under the 2024 Plan. |
| (3) |
Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $2.07 per share, which is the average of the high and low prices of the Registrant’s Class A ordinary as reported on the Nasdaq Capital Market on February 11, 2025. |
| (4) |
Represents 494,322 ordinary shares additionally available for grants under the 2015 Plan. |
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