Registration No. [•]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
| MARVION INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
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26-2723015 |
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(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification Number) |
Room 1401, 14/F, Phase 1, Austin Tower
22-26 Austin Avenue, Jordan
Kowloon, Hong Kong
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
MARVION INC. 2023 STOCK INCENTIVE PLAN
(Full title of the plan)
CHAN Sze Yu
Chief Executive Officer
Marvion Inc.
+ 852-21114437
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jenny Chen-Drake, Esq.
CHEN-DRAKE LAW
1441 New Highway 96 West, Suite 2
Franklin, Tennessee 37064
(310) 358-0104
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 |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified
in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of 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 of Form
S-8 will be delivered to the participants in the employee benefit plans covered by this Registration Statement as specified by Rule 428(b)(1)
under the Securities Act. Such documents are not required to be, and are not, filed with the SEC, either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
Item 1. Plan Information.
Item 2. Registrant Information and
Employee Plan Annual Information.
The documents containing the information specified
in this Item 2, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration
Statement on Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are available upon
written or oral request: Marvion Inc., 21st Floor, Centennial Tower, 3 Temasek Avenue, Singapore 039190, telephone number +65 6829 7029.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates
by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the
“SEC”):
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(1) |
Our Annual Report on Form 10-K (File No. 000-53612) for the fiscal year ended December 31, 2023 filed with the SEC on April 16, 2024, pursuant to Section 13(a) under the Exchange Act; |
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(2) |
Our Quarterly Report on Form 10-Q (File No. 000-53612)
for the quarter ended March 31, 2024 filed with the SEC on May 20, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(3) |
Our Current Report on Form 8-K (File No. 000-53612)
filed with the SEC on July 5, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(4) |
Our Quarterly Report on Form 10-Q (File No. 000-53612)
for the quarter ended June 30, 2024 filed with the SEC on August 14, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(5) |
Our Current Report on Form 8-K (File No. 000-53612)
filed with the SEC on August 15, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(6) |
Our Current Report on Form 8-K (File No. 000-53612)
filed with the SEC on August 15, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(7) |
Our Current Report on Form 8-K (File No. 000-53612)
filed with the SEC on September 13, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(8) |
Our Current Report on Form 8-K (File No. 000-53612)
filed with the SEC on September 30, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(9) |
Our Quarterly Report on Form 10-Q (File No. 000-53612)
for the quarter ended September 30, 2024 filed with the SEC on November 12, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(10) |
Our Current Report on Form 8-K (File No. 000-53612)
filed with the SEC on November 15, 2024, pursuant to. Section 13(a) under the Exchange Act;
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(11) |
All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the period covered by the document referred to in (1) above;
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(12) |
The description of our Common Stock contained in
Exhibit 4.2 to our Annual Report on Form 10-K (File No. 000-53612) for the fiscal year ended December 31, 2022 filed with the SEC on
April 16, 2024, pursuant to Section 13(a) under the Exchange Act. |
All documents we file with
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior
to the termination of the offering of the Shares under this Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed
to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under
Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall
not be deemed incorporated by reference into this Prospectus.
Any statement contained
in this Prospectus, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Item 4 Description of
Securities.
Not applicable.
Item 5. Interests of Named Experts
and Counsel.
The Law Offices of Jenny
Chen-Drake has passed on the validity of the Shares offered pursuant to this Registration Statement.
Item 6. Indemnification of Officers and Directors
The Registrant is incorporated
under the laws of the state of Nevada. Section 78.138 of the Nevada Revised Subsection 1 of Section 78.7502 of the Nevada Revised Statutes
Annotated, or the Nevada RSA, empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding if that person: (i)
is not liable pursuant to Nevada RSA Section 78.138, or (ii) acted in good faith and in a manner that he or she reasonably believed to
be in or not opposed to 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. The termination of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to Nevada
RSA Section 78.138 or did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that
his or her conduct was unlawful.
Subsection 2 of Section
78.7502 of the Nevada RSA empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such person in connection
with the defense or settlement of the action or suit if he or she: (i) is not liable under Nevada RSA Section 78.138, or (ii) acted in
good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification
pursuant to this section may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
Subsection 3 of Section
78.7502 of the Nevada RSA further provides that any discretionary indemnification under Section 78.7502, unless ordered by a court or
advanced under subsection 2 of Nevada RSA 78.751, may be made by a corporation only as authorized in each specific case upon a determination
that indemnification of a director, officer, employee or agent is proper under the circumstances. The determination must be made by: (i)
the stockholders; (ii) the board of directors by majority vote of a quorum consisting of directors who were not parties to the action,
suit or proceeding; or (iii) independent legal counsel, in a written opinion, if a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, or if a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained.
Section 78.751 of the Nevada
RSA provides that a corporation shall indemnify any person who is a director, officer, employee or agent of a corporation to the extent
such person has been successful on the merits or otherwise in defense of (i) any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including, without limitation, 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 the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, or (ii) any claim, issue or matter therein, against expenses actually and reasonably incurred by such person in connection
with defending the action, including, without limitation, attorney’s fees. Unless otherwise restricted by a corporation’s
articles of incorporation, bylaws or other agreement, the corporation may pay the expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation.
Section 78.751 of the Nevada
RSA further provides that the indemnification provided for by Section 78.7502 shall not be deemed exclusive or exclude any other rights
to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions, and to their heirs, executors and administrators.
Section 78.752 of the Nevada
RSA empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against such person and the liability and expenses
incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the
authority to indemnify such person against such liabilities and expenses.
Subsection 7 of Section
78.138 of the Nevada RSA provides that, except as otherwise provided in the Nevada RSA, or unless the corporation’s articles of
incorporation provide for greater individual liability, a director or officer of a corporation is not individually liable to the corporation
or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer
unless it is proven that: (i) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary
duties as a director or officer; and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of
law.
The registrant’s Restated
Articles of Incorporation, as amended, provide that the registrant will indemnify to the fullest extent permitted by law any person made
or threatened to be made a party to any threatened, pending, or completed action or proceeding (whether civil, criminal, administrative
or investigative) (whether or not by or in the right of the corporation) by reason of the fact that he or she is or was a director of
the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the corporation or
any predecessor of the corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and cots) charges and
expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding. The corporation’s
obligation to indemnify or advance/reimburse expenses is subject to the corporation having received an undertaking by the indemnitee to
repay any advanced or reimbursed amount if it is ultimately determined by final and unappealable judicial decision that the director or
officer is not entitled to be indemnified for such expenses.
The bylaws of the registrant
also provides certain limitations and procedures to be followed in obtaining such indemnification and advancement of expenses.
To the extent that indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to
the foregoing provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or controlling person the registrant in the successful defense of
any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of that issue.
These provisions may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect
of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions are necessary
to attract and retain talented and experienced officers and directors.
Item 7. Exemption from Registration Claimed.
The securities that are
to be reoffered or resold pursuant to the prospectus were exempt from registration under the Securities Act in reliance upon Section 4(a)(2)
of the Securities Act as transactions not involving any public offering.
Item 8. Exhibits.
The Registrant has filed
the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
EXHIBIT INDEX
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 the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a 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 the Registration Statement;
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 Section 15(d) of the
Securities Exchange Act that are incorporated by reference in the Registration Statement; and
(iv) To submit the employee
benefit plan covered by the Registration Statement and any amendment thereto to the Internal Revenue Service (“IRS”) in a
timely manner and will make all changes required by the IRS in order to qualify the employee benefit plan, if applicable, with the requirements
of ERISA.
(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 Securities Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities 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 Securities and Exchange 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, 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 Hong Kong on the 11th day of February, 2025.
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Marvion Inc. |
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By: |
/s/ CHAN Sze Yu |
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CHAN Sze Yu |
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Chief Executive Officer and Chief Financial Officer |
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EXHIBIT 5.1
LAW OFFICES OF JENNY CHEN-DRAKE
1441 New Highway 96 West, Suite 2
Franklin, Tennessee 37064
(310) 358-0104 (t); 888-896-7763 (f)
February 11, 2025
Marvion Inc.
Room 1401, 14/F, Phase 1, Austin Tower
22-26 Austin Avenue, Jordan
Kowloon, Hong Kong
Re: Registration Statement
on Form S-8
Ladies and Gentlemen:
This opinion is furnished
to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by Marvion Inc.,
a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration for resale under the
Securities Act of an aggregate of up to Thirty Seven Million Seventy Five Thousand Sixty (37,075,060) shares of the Company’s common
stock, $0.0001 par value per share (the “Common Stock”), issued pursuant to the Marvion Inc. 2023 Stock Incentive Plan,
as amended (the “Shares”), on behalf of the selling securityholders or their permitted transferees described in the
Registration Statement (the “Registration Statement”) and the prospectus contained therein. All capitalized terms used
herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
As counsel to the Company
in connection with the Registration Statement, we have examined such matters of fact as we have deemed necessary, which included examination
of originals or copies of: the Company’s current Restated Articles of Incorporation and Bylaws, as amended (collectively, the “Charter
Documents”), Marvion Inc. 2023 Stock Incentive Plan, as amended by the First Amendment to the Marvion Inc. 2023 Stock Incentive
Plan (the “2023 Plan”), the Registration Statement and the exhibits thereto, and certain corporate proceedings of the Company’s
Board of Directors (the “Board”) and the Company’s stockholders relating to adoption or approval of the Company Charter
Documents, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares
under the Securities Act and documents (including a certificate from the Company’s transfer agent) regarding the Company’s
outstanding and reserved capital stock and other securities and such other documents as we have deemed advisable, and we have examined
such questions of law as we have considered necessary.
In our examination of documents
for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted
to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all
documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any
undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change
or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto
other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed
by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of
Good Standing dated December 26, 2024, issued by the Nevada Secretary of State with respect
to the Company) and representations and certifications made to us by the Company, including without limitation representations in a Officers
Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common
Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable
the Company to issue and deliver all of the Shares as of the date of this letter.
We express no opinion as
to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America. No opinion is expressed
herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or of any foreign jurisdiction.
Based upon and subject to
the foregoing, it is our opinion that when the Shares that may be issued and sold by the Company upon the exercise or settlement of awards
(including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares)
granted or to be granted under the 2023 Plan, have been issued and sold by the Company against the Company’s receipt of payment
therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including without
limitation payment and authorization provisions) of the 2023 Plan and have been duly registered on the books of the transfer agent and
registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.
Please note that we are
opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is
based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth
herein.
We consent to the use of
this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement,
the prospectus constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion
is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied
upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and
no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter
first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We
assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to
our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
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Very truly yours, |
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/s/ Law Offices of Jenny Chen-Drake |
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Law Offices of Jenny Chen-Drake |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
The Shareholders and Board of Directors of Marvion, Inc.
We consent to the inclusion in this Registration Statement under the
securities Act of 1933 on Form S-8 of our report dated April 16, 2024, with respect to the audited Consolidated financial statements of
Marvion, Inc. for the year ended December 31, 2023.
Our report contains an explanatory paragraph regarding the company’s
ability to continue as a going concern.
/S/ Olayinka Oyebola
OLAYINKA OYEBOLA & CO
Chartered Accountant
Lagos, Nigeria
February 11, 2025
EXHIBIT 99.2
FIRST AMENDMENT TO THE
MARVION INC.
2023 STOCK INCENTIVE PLAN
This First Amendment (this “Amendment”)
to the Marvion Inc. 2023 Stock Incentive Plan (as may be amended from time to time, the “Plan”) is made as of December
28, 2024. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.
WHEREAS, Section 14 of
the Plan permits the Board to amend the Plan, subject, in the case of amendments requiring stockholder approval under the rules of any
securities exchange on which the Shares may then be listed, to the approval by the Company’s stockholders of such amendment;
WHEREAS, the Board desires
to amend the Plan to increase the number of Shares available for grant under the Plan and to make other changes deemed desirable by the
Board to attract and recruit talent;
WHEREAS, this Amendment shall
be submitted to the Company’s stockholders for approval, and shall become effective as of the date on which the Company’s
stockholders approve such Amendment (the “Effective Date”); and
WHEREAS, if the Company’s
stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect.
NOW, THEREFORE, pursuant to Section 14 of
the Plan, the Plan is hereby amended as follows, effective as of the Effective Date.
1. Section 5(a)(1) of the
Plan is hereby amended and restated to read as follows
(i) Subject to adjustment as provided in Paragraph
XIII, the aggregate number of shares of Common Stock reserved and available for grant and issuance pursuant to this Plan as of the date
of adoption of the Plan by the Board, is 37,075,060. The number of shares of Common Stock available for grant and issuance under the Plan
shall be increased on January 1, of each of the ten (10) calendar years during the term of the Plan following September 11, 2023, by the
lesser of (i) two and one half percent (2.5%) of the number of shares of Common Stock issued and outstanding on each December 31 immediately
prior to the date of increase or (ii) such number of Shares determined by the Board; provided, however, that such limitation may be increased
subject to approval by the Company’s stockholders.
2. Section 5(b)(i) is amended
and restated to read as follows:
(i) The maximum number of shares of Common Stock that may be issued
pursuant to Incentive Stock Options shall be equal to the number of shares available for grant as of the Plan Amendment Effective Date,
as set forth in Section 5(a)(1).
4. Section 5(b)(iii) is amended and restated to read as follows:
(iii) The maximum number of shares of Common Stock that may be
issuable under Awards granted to any one individual during any twelve (12)-month period shall not exceed 4,000,000,000 shares of Common
Stock (subject to adjustment in the manner as provided in Paragraph XIII).
[Signature Page Follows]
IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has executed this Amendment to the Marvion Inc. 2023 Stock Incentive Plan, as of the date first indicated above.
MARVION INC.
By: /s/ CHAN Sze Yu
Name: CHAN Sze Yu
Title: Chief Executive Officer and Chief Financial Officer
EXHIBIT 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
MARVION INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
CALCULATION OF REGISTRATION FEE
| 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 |
Common Stock,
$0.0001 par value per share |
Other |
31,408,394
shares (2) |
$0.0144 (3) |
$452,280.87
(3) |
0.00015310 |
$69.24 |
| Total
Offering Amounts |
|
$452,280.87 |
|
$69.24 |
| Total
Fees Previously Paid |
|
|
|
— |
| Total
Fee Offsets |
|
|
|
— |
| Net
Fee Due |
|
|
|
$69.24 |
| (1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), that become issuable in respect of the securities identified in the table above as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s Common Stock. In addition, this Registration Statement registers the resale of shares of the Registrant’s Common Stock by certain selling securityholders identified in the prospectus included in and filed with this Registration Statement, for which no additional registration fee is required pursuant to Rule 457(h)(3) under the Securities Act. |
| |
|
| (2) |
Represents shares of Common Stock issuable pursuant to the Marvion Inc. 2023 Stock Incentive Plan, as amended. |
| |
|
| (3) |
PPursuant to Rule 457(c) and 457(h) under the Securities Act, and solely
for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.0144
which is the average of the bid and ask prices of shares of the Registrant’s Common Stock on the over-the-counter market
(“OTC”) on February 10, 2025. |
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