As filed with the U.S. Securities and Exchange Commission on June 28, 2021

 

Registration No. 001-________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

BioQuest Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   99-0378854
(State or other jurisdiction of   (I.R.S. Employee
incorporation or organization)   Identification No.)

 

4570 Campus Drive, Suite 23 Newport Beach, CA 92660

 

(Address of Principal Executive Offices)(Zip Code)

 

2021 Equity Compensation Plan

(Full title of the plan)

 

Thomas Hemingway

Chief Executive Officer and President

BioQuest, Corp.

3700 Campus Drive, Suite 206 Newport Beach, CA 92660

(714) 978-4425

 

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

  Large accelerated filer [  ]   Accelerated filer [  ]
  Non-accelerated filer [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

CALCULATION OF REGISTRATION FEE

 

Title of securities

to be

 

Amount to be

   

Proposed maximum offering

price per

   

Proposed maximum

aggregate offering

    Amount of registration  
registered   registered     share     price     fee  
Common Stock     2,000,000       1.00 (1)   $ 2,000,000     $ 218.20  

 

(1) This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457 under the Securities Act of 1933, as amended, and is calculated on the basis of the average of the high and low sale price per share of Common Stock of BioQuest Corp., listed on the OTC Pink Sheets as of June 26, 2021, a date within five business days prior to the filing of this registration statement.

 

 

 

     
 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Information required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act is not required to be filed with the Securities and Exchange Commission (the “Commission”) and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 2. Registrant Information and Employee Plan Annual Information

 

A copy of any document or part thereof incorporated by reference in Item 3 of this registration statement as well as the Section 10(a) prospectus but not delivered herewith, as well as all other documentation required pursuant to Rule 428(b) will be furnished without charge upon written or oral request. Requests should be addressed to: BioQuest Corp., 4570 Campus Drive, #23, Newport Beach, CA 92660. BioQuest’s telephone number is (418) 264-7134.

 

Item 3. Incorporation of Documents by Reference.

 

The following documents are hereby incorporated by reference into this registration statement:

 

  (a) The Registrant’s Annual Report on Form 8-K for the year ended April 30, 2020, filed with the Commission on October 14, 2020.
     
  (b) The description of the Registrant’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 000-1568628) filed with the Commission on March 16, 2021, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
     
  (c) All reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 8-K referred to in subparagraph (1) above; and
     
  (d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to filing of a post-effective amendment which indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 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 into this registration statement and to be a part hereof from the date of filing of such documents.

 

     
 

 

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, in any subsequently filed supplement to this Registration Statement or any document that is also incorporated by reference herein modifies or supersedes such statement. Any 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. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

None.

 

Item 6. Indemnification of Directors and Officers.

 

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of BioQuest Corp., is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:

 

● Nevada Revised Statutes, Chapter 78.

 

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making BioQuest Corp., responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

 

We have no directors’ and officers’ liability insurance at this time. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent where indemnification would be required or permitted.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit   Description
4.1   2021 Equity Compensation Plan*
5   Opinion of Law Office of (S-8 Legal Counsel)regarding legality*
23.1   Consent of Haynie and Company*
23.2   Consent of Law Office of (S-8 Legal Counsel)(included in Exhibit 5)*

 

*Filed herewith.

 

     
 

 

Item 9. Undertakings.

 

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 to:

 

  (i) include any prospectus required by Section 10(a)(3) of the Securities Act;
     
  (ii) 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, represents a fundamental change in the information set forth in the registration statement;
     
  (iii) include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

 

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraph is incorporated by reference from periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability pursuant to 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 offered 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.
   
(4) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information require to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
   
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, 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 registrant of expenses incurred or paid by a director, officer or controlling person of 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, 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 is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

     
 

 

SIGNATURES

 


The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) of the Securities Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies 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 Newport Beach, State of California, on June 28, 2021.

 

  BIOQUEST CORP, INC.
BioQuest Corp.  
     
/s/ Thomas Hemingway   June 28, 2021
Thomas Hemingway, CEO, Principal Executive Officer, Director   Date
     
/s/ Michael Krall   June 28, 2021
Michael Krall, President, Director   Date
     
/s/ David Noyes   June 28, 2021
David Noyes, CFO, Principal Accounting Officer   Date
     
/s/ Jeffery Donnell   June 28, 2021
Jeffery Donnell, Director   Date
     
/s/ Robert Orbach   June 28, 2021
Robert Orbach, Director   Date

 

     
 

 

INDEX TO EXHIBITS

 

Exhibit   Description
4.1   2021 Equity Compensation Plan*
5   Opinion of Law Office of (S-8 Legal Counsel)regarding legality*
23.1   Consent of Haynie and Company*
23.2   Consent of Law Office of (S-8 Legal Counsel)(included in Exhibit 5)*

 

*Filed herewith.

 

     

 

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