Securities Registration: Employee Benefit Plan (s-8)
27 Giugno 2018 - 12:05PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 26, 2018
Registration
No. 333- _________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ANVIA
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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81-3416105
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(State
or other jurisdiction
of
incorporation or organization)
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(
I.R.S.
Employer
Identification
No.)
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1125
E. Broadway #770, Glendale, CA
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91205
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(Address
of Principal Executive Offices)
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(Zip
code)
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2018
Non-Qualified Stock Option Plan
(Full
title of the Plan)
Ali
Kasa
President
Anvia
Holdings Corporation
1125
E. Broadway #770, Glendale
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CA,
91205
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(Name
and address of agent for service)
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(323)
713-3244
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(Telephone
number, including area code, of agent for service)
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William
B. Barnett, Esq.
Barnett
& Linn
23548
Calabasas Road, Suite 106
Calabasas,
CA 91302
(818)
436-6410
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.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
(Do not check if a smaller reporting company)
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Smaller
reporting company
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[X]
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Emerging
growth company
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[X]
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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.
[ ]
CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Amount
to
be Registered (1)
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Proposed Maximum Offering Price
Per Share (2)
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Proposed
Maximum Aggregate Offering Price (2)
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Amount
of Registration Fee
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Common
Stock, par value $0.0001 per share
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3,000,000
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$
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1.40
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$
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4,200,000
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$
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522.90
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(1)
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This Registration Statement shall also cover any additional shares of Common Stock authorized for issuance
under the Registrant’s 2018 Non-Qualified Stock Option Plan (the “Plan”) pursuant to Rule 416(a) under the Securities
Act of 1933, as amended. This registration statement shall also cover any additional securities that may be offered or issued in
connection with any stock dividend, stock split, recapitalization or other similar transaction. The shares subject to this Registration
Statement are shares that can be issued upon exercise of options granted pursuant to the Plan and Consulting Agreements, all of
which may be reoffered in accordance with the provisions of Form S-8.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h)
of the Securities Act on the basis of the last reported sale price of a share of common stock, par value $0.0001 per share, of
Registrant, as reported by the OTC Markets on June 25, 2018.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item
1.
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Plan
Information. *
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Item
2.
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Registrant
Information and Employee Plan Annual Information. *
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*
The documents containing the information specified in Part I of this Registration Statement on Form S-8 will be delivered to participants
in the 2018 Non-Qualified Stock Option Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the “Securities
Act
”). Such documents are not required to be, and are not, filed with the
Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant 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.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
3.
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Incorporation
of Documents by Reference
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The
following document(s) previously filed with the SEC by Anvia Holdings Corporation, a Delaware corporation (the “Company”
or “Registrant”), pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act
”), are incorporated herein by reference:
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(1)
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The
Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2017, filed with the SEC on April 17, 2018;
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(2)
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The
Company’s Quarterly Reports on Form 10-Q for the first quarter ended March 31, 2018, filed with the SEC on May 21, 2018;
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(3)
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The
Company’s Current Reports on Form 8-K, filed with the SEC on November 20, 2017, June 8, 2018 and June 13, 2018.
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(4)
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The
description of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which is contained
in the Company’s Registration Statement on Form S-1 (File No. 333-217583), filed with the SEC on May 2, 2017, including
any amendment or report filed for the purpose of updating such description.
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All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including
any information furnished under Items 2.02, 7.01 or 9.01 of Current Reports on Form 8-K, which information is not incorporated
by reference herein) 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 a part hereof from the date of filing of such documents with the SEC.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in
this Registration Statement (or in any other subsequently filed document which also is incorporated or deemed to be incorporated
by reference herein), modifies or supersedes such statement. Any statement contained in this Registration Statement shall be deemed
to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to
be incorporated by reference in this Registration Statement modifies or supersedes such prior 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
4.
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Description
of Securities
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Not
applicable.
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Item
5.
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Interests
of Named Experts and Counsel
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None.
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Item
6.
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Indemnification
of Directors and Officers
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The
Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the DGCL)
provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including
attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings,
whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative
action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to
expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions and the statute
requires court approval before there can be any indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s
certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.
The
Registrant’s bylaws provide that the Company will indemnify and hold harmless, to the fullest extent permitted by Section
145 of the DGCL, as amended from time to time, each person that such section grants us the power to indemnify.
Insofar
as indemnification for liabilities under the Securities Act may be permitted to the Registrant’s directors, officers or
controlling persons pursuant to the foregoing provisions, the Registrant have been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable.
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Item
7.
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Exemption
from Registration Claimed
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Not
applicable.
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(a)
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The undersigned Registrant hereby undertakes:
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(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)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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. 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 SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
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(iii)
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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;
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provided
,
however
, that 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 reports filed with or furnished to the SEC by the Registrant pursuant to Section
13 or 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; and
(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 Section 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 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 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 SEC 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 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 the 26th day of June 2018.
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Anvia
Holdings corporation
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By:
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/s/
Ali Kasa
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Name:
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Ali
Kasa
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Title:
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person
in the capacities indicated and on the dates indicated below.
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Signature
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Title
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Date
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/s/
Ali Kasa
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Chief
Executive Officer/
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June
26, 2018
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Ali
Kasa
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President/Director
(
principal executive officer
)
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/s/
Dhurata Toli
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Financial
Controller
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June
26, 2018
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Dhurata
Toli
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(
principal
accounting officer
and secretary)
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Grafico Azioni Anvia (CE) (USOTC:ANVV)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Anvia (CE) (USOTC:ANVV)
Storico
Da Feb 2024 a Feb 2025
