WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
NATURAL HEALTH FARM HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
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98-1032170
(I.R.S. Employer
Identification Number)
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1980 Festival Plaza Drive, Suite 530
Las Vegas, Nevada 89135
(424) 354-4973
(Address of Registrant’s principal executive offices)
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2018 Non-Qualified Stock Option Plan
(Full title of the plan)
Tee Chuen Meng
President
Natural Health Farm Holdings Inc.
1980 Festival Plaza Drive, Suite 530
Las Vegas, Nevada 89135
(424) 354-4973
(Name, address and telephone number of agent for ser
vice)
Copies to:
William B. Barnett, Esq.
Barnett & Linn
23548 Calabasas Road, Suite 106
Calabasas California 91302
(212) 848-8159
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non
‑
accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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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☐
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Smaller reporting company
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☒
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|
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Emerging growth company
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☒
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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
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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|
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Proposed
Maximum
Aggregate
Offering
Price (2)
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|
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Amount of
Registration
Fee
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Common Stock, par value $0.001 per share
|
|
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2,550,000
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|
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$
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2.00
|
|
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$
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5,100,000
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$ 634.95
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(1)
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.
(2)
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 $0.001 per share, of Registrant, as reported by the OTC Markets on June 14, 2018.
EXPLANATORY NOTE
Natural Health Farm Holdings Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-225398 (the “Post-Effective Amendment”) to cover the issuance of certain shares under the Registrant’s 2018 Non-Qualified Stock Option Plan. An aggregate of 450,000 shares of Common Stock, par value $0.001 per share (“ Common Stock ”) were registered by the Registrant for issuance under the 2018 Non-Qualified Stock Option Plan (the “ 2018 Plan ”) through the Registration Statement, which was filed with the Securities and Exchange Commission on June 4, 2018.
On May 30, 2018, the Registrant’s Board of Directors approved the adoption of the 2018 Plan, effective as of May 30, 2018 (the “Effective
Date”). The 2018 Plan provides, among other things that up to 3,000,000 shares of Common Stock are reserved for issuance upon exercise of options under the 2018 Plan. After the grant of options to purchase 450,000 shares of Common Stock there remain 2,550,000 shares of Common Stock that are subject to options that have not yet been granted but are available for grant under the 2018 Plan.
Therefore, the Post-Effective Amendment is hereby filed to cover the issuance of up to 2,550,000 shares of the Registrant’s Common Stock reserved under the 2018 Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated as of their respective dates in this Registration Statement by reference:
(1)
The Company’s Annual Report on Form 10-K, for the fiscal year ended September 30, 2017, filed with the SEC on December 28, 2017;
(2)
The Company’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2017 and March 31, 2018 filed with the SEC on February 20, 2018 and May 14, 2018, respectively;
(3)
The Company’s Current Reports on Form 8-K, filed with the SEC on November 1, 2017, November 30, 2017, February 1, 2018, May 1, 2018 and June 11, 2018.
(4)
The description of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), which is contained in the Company’s Registration Statement on Form S-1 (File No. 333-199478), filed with the SEC on October 20, 2014, 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 (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.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Subsection (1) of Section 78.7502 of the Nevada General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgment, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to be the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.