F-1/A 1 ea131973-f1a2_lianluosmart.htm AMENDMENT NO. 2 TO FORM F-1

As filed with the Securities and Exchange Commission on December 23, 2020

Registration No. 333–249659

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Lianluo Smart Limited

(Exact name of registrant as specified in its charter)

British Virgin Islands		3841		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Room 611, 6th Floor, Beikong Technology Building

No. 10 Baifuquan Road, Changping District

Beijing 102200, People’s Republic of China

Telephone: +86-10-89788107

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10158

Tel: 800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Kevin (Qixiang) Sun, Esq.
Bevilacqua PLLC
1050 Connecticut Avenue, Suite 500
Washington, DC 20036
(202) 868-0888 (ext. 101)

Joan Wu, Esq.

Louis Taubman, Esq.

Hunter Taubman Fischer & Li LLC

800 Third Avenue, Suite 2800

New York, NY 10022

(212) 530-2208

Barry I. Grossman, Esq.

Sarah E. Williams, Esq.

Jessica Yuan, Esq.

Ellenoff Grossman & Schole LLP

1345 6th Ave

New York, NY 10105

(212) 370-1300

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.	☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering	☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering	☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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	☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered		Proposed Maximum Offering Price per Share		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee⁽³⁾
Common Shares, par value $0.021848 per share ⁽²⁾		[●]		[●]	$	30,000,000	$	3,273
Total		[●]		[●]	$	30,000,000	$	3,273

(1)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act.

(2)	In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional Common Shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions.

(3)	Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

As submitted to the Securities and Exchange Commission on December [23], 2020

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED [●], 2020

[●] Common Shares

Lianluo Smart Limited/Newegg Commerce, Inc.

This prospectus relates to a public offering (the “Offering”) of [●] shares of Common Shares of Lianluo Smart Limited (which will be changed to Newegg Commerce, Inc. upon completion of this offering) in connection with simultaneous restructure transactions consisting of a proposed merger, which is a business combination under common control, (the “Merger”) and a proposed disposition (the “Disposition”, together with the Merger, the “Restructure”). Pursuant to the terms of the Merger, our wholly owned subsidiary, Lightning Delaware Sub, Inc., a Delaware company (the “Merger Sub”) will merge into Newegg Inc. (“Newegg”), a company incorporated under the laws of Delaware. Upon consummation of the Merger, Newegg will be the surviving entity and our wholly owned subsidiary. At the same time, pursuant to the terms of Disposition, we will sell all of the business, assets and liabilities of our wholly owned subsidiary, Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd. (“Lianluo Connection”), a PRC company, to Beijing Fenjin Times Technology Development Co., Ltd. (“Fenjin Times”). The closing of the Restructure and this Offering is contingent on the closing of each other transaction. In connection with the Restructure and the Offering, we will amend our Memorandum and Articles of Associations to reflect, among other things, the share redesignation, the share combination, the share increase, certain rights of certain of our principal shareholders, and the name change upon the consummation of this Offering and Restructure (the Memorandum and Articles of Associations as amended, “Fifth Amended and Restated Memorandum and Articles of Association”). We anticipate that the public offering price of our Common Shares will be $[●].

Upon the completion of the Restructure and this Offering, we will be a “controlled company” as defined under the NASDAQ Listing Rules because Mr. Zhitao He, the chairman of the board of directors of the post-closing issuer, will beneficially own [●] of our Common Shares and will be able to exercise [●]% of our total voting power assuming the underwriters do not exercise their over-allotment option, or [●]% of our total voting power if the underwriters exercise their over-allotment option in full. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

In addition, upon closing of the Restructure and immediately prior to the Offering, Mr. Zhitao He and Mr. Fred Chang will own approximately 61.16% and 36.11%, respectively, of the voting power of our issued and outstanding common shares, and 97.26%, collectively. Moreover, Mr. Zhitao He and Mr. Fred Chang, both of whom will both serve as our directors upon closing, will be able to exercise substantial influence over our business and operations. They may also have a conflict of interests with the minority shareholders. Where those conflicts exist, the minority shareholders will be dependent upon Mr. He, Mr. Chang, and other directors exercising, in a manner fair to all of our shareholders, their fiduciary duties. Also, Mr. He and Mr. Chang will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our Memorandum and Articles of Association. Moreover, such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination, which may, in turn, have an adverse effect on the market price of our shares or prevent our minority shareholders from realizing a premium over the then-prevailing market price for their shares.

Furthermore, upon the completion of the Restructure and this Offering, the board of post-closing issuer shall consist of up to seven directors. Initially, four of the directors shall be appointed by Digital Grid (Hong Kong) Technology Co., Limited, which will own approximately [●]% of our total voting power upon completion of this Offering, and three of the directors shall be appointed by a “Minority Representative” which is selected by a majority of Newegg’s stockholders other than Digital Grid (the “Legacy Shareholders”). The Legacy Shareholders will collectively own approximately [●]% of our total voting power upon completion of this Offering. The initial Minority Representative is Fred Chang. The number of directors that Digital Grid and the Minority Representative are entitled to appoint will decrease proportionately with the decrease of the respective voting power of Digital Grid and the Legacy Shareholders pursuant to our Fifth Amended and Restated Memorandum and Articles of Association. Any director positions which neither Digital Grid nor the Legacy Shareholders are entitled to appoint shall be appointed by the remaining directors, or by any other means allowed under the Fifth Amended and Restated Memorandum and Articles of Association. Immediately upon closing of the Offering, you will have no right to appoint any director to our board.

On October 21, 2020, we filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Amended and Restated Memorandum and Articles of Association”) to effectuate an one-for-eight reverse stock split of its authorized share capital, effective on October 21, 2020. Pursuant to the Fourth Amended and Restated Memorandum and Articles of Association, we are authorized to 6,250,000 common shares of par value of $0.021848 each, of which 4,736,111 would be designated as Class A Common Shares of par value of $0.002731 each, and 1,513,889 be designated as Class B Common Shares of par value of $0.021848 each. In this registration statement, unless explicitly stated, such one-for-eight reverse stock split has been reflected in the shares numbers.

Our Class A Common Shares are listed on the NASDAQ Capital Market under the symbol “LLIT”. We are applying to change our symbol of our Common Shares to “NEGG”, effective upon the closing of this Offering. On December 22, 2020, the closing price of our Class A Common Shares was $4.93 per share.

Investing in our Common Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 13 to read about factors you should consider before buying our Common Shares.

	Per Share	Total
Public offering price	$	$
Underwriter discount	$	$
Proceeds to the Company	$	$

(1)	See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriters.

(2)	The total estimated expenses related to this Offering are set forth in the section entitled “Discounts, Commissions and Expenses.”

The underwriters are selling our Common Shares in this Offering on a firm commitment basis.

We do not intend to close this Offering unless the Restructure closes and the Common Shares is qualified for listing on NASDAQ.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Book-Running Manager

Maxim Group LLC

The date of this prospectus is [●], 2020.

TABLE OF CONTENTS

	Page

PROSPECTUS SUMMARY	1

SUMMARY FINANCIAL DATA	11

RISK FACTORS	13

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	38

INDUSTRY	39

ENFORCEABILITY OF CIVIL LIABILITY	40

USE OF PROCEEDS	41

DIVIDEND POLICY	41

CAPITALIZATION	42

DILUTION	43

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44

BUSINESS	71

MANAGEMENT	94

EXECUTIVE COMPENSATION	102

PRINCIPAL SHAREHOLDERS	105

RELATED PARTY TRANSACTIONS	110

DESCRIPTION OF SHARE CAPITAL	113

TAXATION	134

UNDERWRITING	139

EXPENSES RELATING TO THIS OFFERING	149

LEGAL MATTERS	149

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	149

EXPERTS	149

INTEREST OF NAMED EXPERTS AND COUNSEL	150

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION	150

WHERE YOU CAN FIND MORE INFORMATION	150

INDEX TO FINANCIAL STATEMENTS	F-1

About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Common Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Common Shares is made to the public in the British Virgin Is