As filed with the Securities and Exchange Commission on April 13, 2023
Registration No. 333-268190
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(Amendment No.4)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AIXIN LIFE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| colorado | 5149 | 84-1085935 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Hongxing International Business Building 2, 14th FL, No. 69 Qingyun South Ave., Jinjiang District
Chengdu City, Sichuan Province, China
+(86)
313-6732526
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Corporation Service Company
1900 W. Littleton Boulevard
Littleton, Colorado 80120
Tel: (303) 832 7579
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copies To:
Vincent J. McGill, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (516) 220-6569 |
Fang Liu, Esq. VCL Law LLP 1945 Old Gallows Road, Suite 630 Vienna, VA 22182 Telephone: (703) 919-7285 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
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 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 ☐ | 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 to Section 7(a)(2)(B) of the Securities Act. ☐
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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Amendment is being filed to amend Exhibit 107 to this Registration Statement to reflect the reduction in the contemplated size of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment to this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chengdu, China, on April 12, 2023.
| AIXIN LIFE INNTERNATIONAL, INC. | |
| /s/ Quanzhong Lin | |
| Quanzhong Lin | |
| CEO, President, Secretary and Director | |
| (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to this registration statement to be signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Quanzhong Lin | CEO, President, Secretary and Director | April 12, 2023 | ||
Quanzhong Lin |
(Principal Executive Officer) |
|||
| /s/ Tianfeng Li | CFO and Treasurer | April 12, 2023 | ||
| Tianfeng Li | (Principal Financial and Accounting Officer) | |||
| * | Independent Director | April 12, 2023 | ||
| Yao-Te Wang | ||||
| * | Independent Director | April 12, 2023 | ||
| Christopher Lee | ||||
| * | Independent Director | April 12, 2023 | ||
| Huiliang Jiao |
| /s/ Quanzhong Lin | ||
| ● | By Quanzhong Lin, Attorney-in-Fact |
Exhibit 107
Calculation of Filing Fee Tables
S-1
(Form Type)
AIXIN LIFE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price(1) | Fee Rate | Amount of Registration Fee(2) | |||||||||||||||||
| Fees to Be Paid | Equity | Common Stock, $0.00001 par value per share(3) | 457(o) | $ | 4.00 | $ | 28,750,000 | $110.20 per million | $ | 3,168.25 | ||||||||||||||
| Fees Previously Paid | Equity | Common Stock, $0.00001 par value per share(3) | 457(o) | $ | 57,500,000 | $110.20 per million | $ | 6,336.50 | ||||||||||||||||
| Fees to Be Paid | Equity | Common Stock, $0.00001 par value per share, underlying underwriter’s warrants(3) | 457(o) | $ | 4.40 | $ | 2,530,000 | $110.20 per million | $ | 278.806 | ||||||||||||||
| Fees Previously Paid | Equity | Common Stock, $0.0001 par value per share, underlying underwriter’s warrants(3) | 457(o) | $ | 4,600,000 | $110.20 per million | $ | 506.92 | ||||||||||||||||
| Total Offering Amounts | $ | 31,280,000 | $ | 3,447.056 | ||||||||||||||||||||
| Total Fees Previously Paid | $ | 62,100,000 | 6,843.42 | |||||||||||||||||||||
| Net Fee Due | 0 | 0 | ||||||||||||||||||||||
| (1) | The registration fee for securities is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, assuming the sale of the maximum number of shares at the highest expected offering price, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Includes the offering price attributable to 937,500 additional shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. |
| (2) | Calculated pursuant to Rule 457(o) under the Securities Act, based on an estimate of the proposed maximum aggregate offering price. |
| (3) | In accordance with Rule 416(a), we are also registering an indeterminate number of additional shares of common stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |