Form S-8 - Securities to be offered to employees in employee benefit plans

       As filed with the Securities and Exchange Commission on September 4, 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

__________________________

 

LUDWIG ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

__________________________

 

Nevada

61-1133438

 

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

1749 Victorian Avenue, #C-350

Sparks, Nevada 89431

(Address of Principal Executive Offices, Including Zip Code)

 

2024 Stock Incentive Plan

(Full Title of the Plan)

 

Jose Antonia Reyes

Chief Executive Officer

Ludwig Enterprises, Inc.

1749 Victorian Avenue, #C-350

Sparks, Nevada 89431

[phone]

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

Copies of communications to:

Eric Newlan, Esq.

Newlan Law Firm, PLLC

2201 Long Prairie Road

Suite 107-762

Flower Mound, Texas 75022

940-367-6154

__________________________

 

 

 

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 (as defined 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. ☐

PART I

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

ITEM 1.

PLAN INFORMATION.*

 

 

ITEM 2.

REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.*

 

PART II

 

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents file by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

 

1	The Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2023.
2	The Quarterly Report on Form 10-Q of the Company for the six months ended June 30, 2024.
3     4	The Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2024.   The Current Report on Form 8-K of the Company filed August 28, 2024, disclosing a change in Chief Executive Officer.
5	The Current Report on Form 8-K of the Company filed August 14, 2024, disclosing an action taken by majority shareholders.
6	The Current Report on Form 8-K of the Company filed February 26, 2024, disclosing the entry into a material definitive agreement.
7	The Current Report on Form 8-K of the Company filed December 1, 2023, disclosing the entry into a material definitive agreement and changes in the board of directors.
8	The description of the Company’s common stock, par value $.001 per share (the “Common Stock”), which is contained in the Company’s Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934 (the “Exchange Act”) on December 1, 2023.

 

All documents subsequently filed by the Company pursuant to Sections13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment 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 such documents.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The Company’s Bylaws provide that the Company shall indemnify its directors and officers from and against any liability arising out of their service as a director or officer of the Company or any subsidiary or affiliate of which they serve as an officer or director at the Company’s request to the fullest extent not prohibited by NRS Chapter 78. The effect of this provision of the Company’s Bylaws is to eliminate its right and its stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. The Company believes that the indemnification provisions in its Bylaws are necessary to attract and retain qualified persons as directors and officers.

 

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.

 

SEC POSITION ON INDEMNIFICATION

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

 

Item 7. Exemption from Registration Claimed.

 

Not Applicable.

 

Item 8. Exhibits.

 

Exhibit	Description
4.1*	2024 Stock Incentive Plan
5.1*	Opinion of Newlan Law Firm, PLLC re: Legality
23.1*	Consent of Consent of Assurance Dimensions, Inc., Independent Registered Public Accounting Firm
23.2	Consent of Newlan Law Firm, PLLC (included in Exhibit 5.1)

_______________

* Filed herewith.

Item 9. Undertakings.

 

(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:

 

i.

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

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 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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

 

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 this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 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 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 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 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 the City of Sparks, State of Nevada, on September 4, 2024.

 

LUDWIG ENTERPRISES, INC.

 

By:

/s/ Jose Antonio Reyes

 

Jose Antonio Reyes Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated below.

 

Signature

Capacity

Date

 

/s/ Jose Antonio Reyes

Chief Executive Officer [Principal Executive Officer]

September 4, 2024

 

Jose Antonio Reyes

 

/s/ Marvin S. Hausman, M.D.

Chief Science Officer and Director

September 4, 2024

 

Marvin S. Hausman, M.D.

 

/s/ Scott Silverman

Chief Financial Officer [Principal Financial Officer]

September 4, 2024

 

Scott Silverman

      Exhibit 4.1

 

 LUDWIG ENTERPRISES, INC.

 

2024 STOCK INCENTIVE PLAN

 

 

Article 1. Establishment and Purpose.

 

1.01       Establishment of the Plan. Ludwig Enterprises, Inc., a Nevada corporation (the “Company”), hereby establishes an incentive compensation plan (the “Plan”), as set forth in this document.

 

1.02       Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of Participants to those of the Company’s shareholders, and by providing Participants with an incentive for outstanding performance. The Plan is further intended to attract and retain the services of Participants upon whose judgment, interest and special efforts the successful operation of the Company and its subsidiaries is dependent.

 

1.03       Effective Date of the Plan. The Plan shall become effective on August 20, 2024.

 

Article 2. Definitions.

 

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

 

(a)       “Award” means, individually or collectively, a grant under this Plan of Stock or Restricted Stock.

 

(b)       “Award Agreement” means an agreement which may be entered into by each Participant and the Company, setting forth the terms and provisions applicable to Awards granted to Participants under this Plan.

 

(c)       “Board” or “Board of Directors” means the Company’s Board of Directors.

 

(d)       “Consultant” means a natural person under contract with the Company to provide bona fide services to the Company which are not in connection with the offer or sale of securities in a capital-raising transaction and do not, directly or indirectly, promote or maintain a market for the Company’s securities.

 

(e)       “Director” means any individual who is a member of the Company’s Board of Directors.

 

(f)       “Eligible Person” means an Employee, Director or Consultant.

       (g)       “Employee” means any officer or employee of the Company or of one of the Company’s Subsidiaries. Directors who are not otherwise employed by the Company shall not be considered Employees under this Plan.

 

(h)       “Employment”, with reference to an Employee, means the condition of being an officer or employee of the Company or one of its Subsidiaries. “Employment”, with reference to a Consultant, means the condition of being a Consultant. “Employment”, with reference to a Director, means the condition of being a Director. The change in status of an Eligible Person among the categories of Employee, Director and Consultant shall not be deemed a termination of Employment.

 

(i)       “Participant” means a person who holds an outstanding Award granted under the Plan.

 

(j)       “Plan” means this 2024 Stock Incentive Plan.

 

(k)       “Restricted Stock” means an Award of Stock granted to an Eligible Person pursuant to Article 6.

 

(l)       “Restriction Period” means the period during which Shares of Restricted Stock are subject to restrictions or conditions under Article 6.

 

(m)       “Shares” or “Stock” means the shares of common stock of the Company.

 

Article 3. Shares Subject to the Plan.

 

3.01       Number of Shares. Subject to adjustment as provided in Section 3.03 herein, the number of Shares available for grant under the Plan shall not exceed Thirty Million (30,000,000) Shares. The Shares granted under this Plan may be either authorized but unissued or reacquired Shares.

 

3.02       Lapsed Awards. If any Award granted under this Plan is canceled, terminates, expires, or lapses for any reason, Shares subject to such Award shall be again available for the grant of an Award under the Plan.

 

3.03       Adjustments in Authorized Plan Shares. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, Stock dividend, split-up, Share combination, or other change in the corporate structure of the Company affecting the Shares, an adjustment shall be made in the number and class of Shares which may be delivered under the Plan, as may be determined to be appropriate and equitable by the Board of Directors, in its sole discretion, to prevent dilution or enlargement of rights.

Article 4. Eligibility and Participation.

 

4.01       Eligibility. All Eligible Persons are eligible to participate in this Plan.

 

4.02       Actual Participation. Subject to the provisions of the Plan, the Board of Directors may, from time to time, select from all Eligible Persons, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Person is entitled to receive an Award unless selected by the Board of Directors.

 

Article 5. Stock Grant.

 

5.01       Grant of Stock. Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant Shares of Stock to Eligible Persons in such amounts and upon such terms and conditions as the Board of Directors shall determine; provided, however, no Award may be made under the Plan after December 31, 2029.

 

Article 6. Restricted Stock.

 

6.01       Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant Shares of Restricted Stock to Eligible Persons in such amounts and upon such terms and conditions as the Board of Directors shall determine; provided, however, no Award may be made under the Plan after December 31, 2029.

 

6.02       Restricted Stock Agreement. The Board of Directors may require, as a condition to an Award, that a recipient of a Restricted Stock Award enter into a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement, the Board of Directors may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.

 

6.03       Transferability. Except as otherwise provided in this Article 6, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Restriction Period established by the Board of Directors, if any.

 

6.04       Other Restrictions. The Board of Directors may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock; and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. The Company shall also have the right to retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.

       6.05       Removal of Restrictions. Except as otherwise provided in this Article 6, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the Restriction Period and completion of all conditions to vesting, if any. However, unless otherwise provided by the Board of Directors, the Board of Directors, in its sole discretion, shall have the right to immediately waive all or part of the restrictions and conditions with regard to all or part of the Shares held by any Participant at any time.

 

6.06       Voting Rights, Dividends and Other Distributions. During the Restriction Period, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights and shall receive all regular cash dividends paid with respect to such Shares. Except as provided in the following sentence, in the sole discretion of the Board of Directors, other cash dividends and other distributions paid to Participants with respect to Shares of Restricted Stock may be subject to the same restrictions and conditions as the Shares of Restricted Stock with respect to which they were paid. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions and conditions as the Shares of Restricted Stock with respect to which they were paid.

 

Article 7. Withholding.

 

7.01       Tax Withholding. The Company shall deduct or withhold an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event arising as a result of this Plan.

 

7.02       Payment of Withholding. With respect to withholding required upon the lapse of restrictions on Restricted Stock, or upon any other taxable event hereunder involving the transfer of Stock to a Participant, the Participant shall be required to remit to the Company an amount in cash sufficient to satisfy the federal, state and local withholding tax requirements or may direct the Company to withhold from other amounts payable to the Participant, including salary.

 

Article 8. Legal Construction.

 

8.01       Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

 

8.02       Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Nevada.

Exhibit 5.1   

    

NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

 

 

September 3, 2024

 

 

Ludwig Enterprises, Inc.

1749 Victorian Avenue, #C-350

Sparks, Nevada 89431

 

Re: Registration Statement on Form S-8

 

Gentlemen:

 

We have acted as counsel for Ludwig Enterprises, Inc., a Nevada corporation (the “Company”), in connection with the registration of 30,000,000 shares of common stock, par value $0.001 par value, of the Company (the “Shares”) that may be issued or delivered and sold pursuant to the Ludwig Enterprises, Inc. 2024 Stock Incentive Plan (dated August 20, 2024, the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion.

 

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and non-assessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

 

The opinion expressed herein is limited to the laws of the State of Georgia, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933, as amended (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Sincerely,

 

/s/ Newlan Law Firm, PLLC

 

 

 

 

Exhbit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation in this Registration Statement on Form S-8 of Ludwig Enterprises, Inc. of our report dated April 16, 2024, relating to our audit of the consolidated financial statements, which appears herein for the years ended December 31, 2023 and 2022. We have not reviewed or opined on any other financial information within the filing.

 

We also consent to the reference to our firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.

 

/s/ Assurance Dimensions, Inc. Assurance Dimensions Coral Springs, Florida September 3, 2024

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLES

 

Form S-8 Registration Statement

(Form Type)

 

Ludwig Enterprises, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

________________________________________

(Translation of Registrant’s Name into English)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calcula- tion or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price(1)

Fee Rate

Amount of Registra- tion Fee(2)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

 

Newly Registered Securities

 

Fees to be Paid	Equity	Common Stock, $.001 par value per share	Rule 457(o)	30,000,000	$0.15	$4,500,000	$0.00014760	$664.20
Fees Previously Paid

 

Carry Forward Securities

 

Carry Forward Securities
		Total Offering Amounts				$4,500,000		$664.20
		Total Fees Previously Paid						$0
		Total Fee Offsets (3)						$0
		Net Fee Due						$664.20

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of shares of the common stock, $.001 par value (the “Common Stock”), of Ludwig Enterprises, Inc., a Nevada corporation, which may become issuable by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without consideration which results in the increase in the number of outstanding shares of Common Stock.

 

(2)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per unit and maximum aggregate offering price are based on the closing price of the Common Stock as reported on the OTC PINK on September 3, 2024.

 

(3)

Registrant does not have any fee offsets.

 

 

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