Securities to be offered to employees in employee benefit plans

style="margin-top:0;font-family:Times New Roman; font-size:10pt; color:#000000">



As filed with the Securities and Exchange Commission on May 1, 2015


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM S-8


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


DS Healthcare Group, Inc.

(Exact name of registrant as specified in its charter)


Florida

20-8380461

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)


1601 Green Road, Pompano Beach, Florida

33064

(Address of Principal Executive Offices)

(Zip Code)


2009 Equity Incentive Plan

(Full title of the plan)


Mr. Daniel Khesin

Chief Executive Officer

DS Healthcare Group, Inc.

1601 Green Road

Pompano Beach, Florida  33064

(Name and address of agent for service)


(888) 404-7770

(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 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.


Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

þ








CALCULATION OF REGISTRATION FEE


Title of securities to be registered

Amount to be registered

Proposed maximum offering price per share (1)

Proposed maximum aggregate offering price

Amount of registration fee

Common stock, par value $0.001 per share (2)

500,000

$1.66

$830,000

$96.45


(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933 based on the average of the bid and asked prices of the registrant’s common stock as reported on the Nasdaq Capital Market on April 29, 2015.


(2)

To the extent permitted by Rule 416, this registration statement also covers such additional number of shares of common stock as may be issuable as a result of the anti-dilution provisions of the options granted under the 2009 Equity Incentive Plan in the event of stock splits, stock dividends or similar transactions.










PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


This registration statement relates to separate prospectuses.


Items 1 and 2 of this Part I, and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Form S-8, constitute the first prospectus relating to issuances to our employees, directors, officers, and consultants of up to 500,000 shares of common stock pursuant to our 2009 Equity Incentive Plan. Pursuant to the requirements of Form S-8 and Rule 428, we will deliver or cause to be delivered to plan participants any required information as specified by Rule 428(b)(1).  The second prospectus, referred to as the reoffer prospectus, relates to the reoffer or resale of any shares that are deemed to be control securities or restricted securities under the Securities Act of 1933, as amended.


PROSPECTUS


Item 1.

Plan Information.


We established the 2009 Equity Incentive Plan effective in 2009 covering 500,000 shares of our common stock to permit us to compensate and offer to our employees, officers, directors and consultants whose past, present and/or potential contributions to our company have been, are or will be important to our success, an opportunity to acquire a proprietary interest in our company. The issuance of grants under the plan will be made to persons who are closely related to us and who provide bona fide services to us in connection with our business which are not in connection with the offer or sale of our securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for our securities. Grants of options or shares may be awarded under the plan pursuant to individually negotiated compensation contracts or as determined and/or approved by our board of directors. The eligible participants include our directors, officers, employees and non-employee consultants and advisors. The 2009 Equity Incentive Plan currently limits the number of securities that may be awarded under the 2009 Equity Incentive Plan to a single participant to 10,000 shares per calendar year. No grants have been made under the 2009 Equity Incentive Plan as of the date of this prospectus.


The 2009 Equity Incentive Plan does not require restrictions on the transferability of securities issued thereunder. However, such securities may be restricted as a condition to their issuance where the board of directors deems such restrictions appropriate. The 2009 Equity Incentive Plan is not subject to the Employee Retirement Income Securities Act of 1974. Restricted shares awarded under the 2009 Equity Incentive Plan are intended to be fully taxable to the recipient as earned income.


Item 2.

Registrant Information and Employee Plan Annual Information.


We will provide without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of this registration statement. These documents are incorporated by reference in the Section 10(a) prospectus. We will also provide without charge, upon written or oral request, all other documents required to be delivered to recipients pursuant to Rule 428(b). Any and all such requests shall be directed to DS Healthcare Group, Inc. at our principal office at 1601 Green Road, Pompano Beach, Florida 33064, telephone number (888) 404-7770.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


No person has been authorized by us to give any information or to make any representation other than as contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any distribution of the shares of common stock issuable under the terms of the 2009 Equity Incentive Plan shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof.


Our principal offices are located at 1601 Green Road, Pompano Beach, Florida  33064 and our telephone number at that location is (888) 404-7770. Our fiscal year end is December 31. Information which appears on our web sites, including, but not limited to dshealthgroup.com, polarisresearchlab.com, sigmaskin.com, polarisresearchlabs.com and dslaboratories.com is not part of this prospectus.


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.






REOFFER PROSPECTUS

DS HEALTHCARE GROUP, INC.

500,000 Shares of Common Stock


This prospectus forms a part of a registration statement, which registers an aggregate of 500,000 shares of common stock issued or issuable from time-to-time under the DS Healthcare Group, Inc. 2009 Equity Incentive Plan.


This prospectus also covers the resale of shares granted under the 2009 Equity Incentive Plan by persons who are our “affiliates” within the meaning of federal securities laws.  Affiliated selling security holders may sell all or a portion of the shares from time to time in the over-the-counter market, in negotiated transactions, directly or through brokers or otherwise, and at market prices prevailing at the time of such sales or at negotiated prices, but which may not exceed 1% of our outstanding common stock.


We will not receive any proceeds from sales of shares by selling security holders.


For a description of the plan of distribution of these shares, please see page 14 of this prospectus.


Our common stock is quoted on the Nasdaq National Market under the symbol DSKX.  On April 29, 2015 the last sale price of our common stock was $1.66 per share.


____________________


Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus to read about the risks of investing in our common stock.


____________________


Neither the Securities and Exchange Commission nor any state securities commission 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.







The date of this prospectus is May 1, 2015











TABLE OF CONTENTS


Page

Available Information

1

Incorporation of Certain Documents by Reference

1

Our Company

2

On Risk Factors

3

Use of Proceeds

11

2009 Equity Incentive Plan

11

Selling Security Holders

13

Plan of Distribution

14

Description of Securities

15

Legal Matters

16

Experts

16

Indemnification

16


When used herein, the terms “DS Healthcare Group,” “we,” “our,” and “us” refers to DS Healthcare Group, Inc., a Florida corporation, and our subsidiaries. In addition, when used in this prospectus, “2013” refers to the year ended December 31, 2013, “2014” refers to the year ended December 31, 2014 and “2015” refers to the year ending December 31, 2015.


AVAILABLE INFORMATION


We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, we file reports, proxy statements and other information with the Securities and Exchange Commission (SEC). Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:


Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549


You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


The following documents filed by us with the SEC are incorporated herein by reference and made a part hereof:


·

Annual Report on Form 10-K for the year ended December 31, 2014, and

·

Current Report on Form 8-K as filed on April 16, 2015.


In addition, all reports and documents filed by us pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective date of filing of such documents. Any statement 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 other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.


We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of the prospectus has been delivered, on the written request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus, other than exhibits to such documents. Written requests for such copies should be directed to Corporate Secretary, DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064, telephone number (888) 404-770.




1



OUR COMPANY


We are a Florida corporation organized on January 26, 2007.  DS Healthcare Group, Inc. and its subsidiaries (collectively, the “Company” or “DS Healthcare”) develop proprietary technologies and products for hair care and personal care needs. Management believes the Company is currently a leading innovator of (1) “Liposome Technology”, which acts as a carrier agent, and has been designed to enhance the action of the active ingredients in our products, and (2) “Nanosome Technology”, which acts as a delivery vehicle, and has been designed to infuse active compounds into targeted cells for increased efficiency of our products. The Company has grown steadily since inception with a network of retailers across North America and distributors throughout Europe, Asia and South America. DS Healthcare currently researches and develops (formulates) its own products. We currently offer the following lines of products:


·

hair care

·

skin care

·

personal care

·

OTC Drugs (For export only)


Our current principal products are disclosed below. We formulate, market and sell these products through specialty retailers, spas, salons, pharmacies and other distributors. Our products are compounded through various third party compounders on an order–by-order basis.


Our Company

We are a global personal-care, product development and marketing company. We develop and market proprietary branded personal care products that address thinning hair conditions, skin care and other personal care needs. We currently research, develop and formulate our own products, consistent with our mission to provide products that make a meaningful difference in the lives of our customers.


We compete in the personal care markets by focusing on developing innovative technologies and products that more adequately meet the personal care needs of consumers. Our current products are primarily sold under our “DS Laboratories” brand. We also sell certain products under our “Polaris Labs” and “Sigma Skin” brands. We market and sell these products through salons, spas, department stores, specialty retailers and distributors.


We have grown steadily since our inception through sales to a variety of specialty retailers, salon chains and distributors in North America and through distributors for international sales. We have a growing base of domestic and international customers with several large salon chains and distributors, which collectively sell to over 10,000 salons throughout the world. Our current principal products, which are all sold under our DS Laboratories brand, are set forth below.


Thinning Hair

Hair Care

Skin Care

Personal Care

Revita

Dandrene

Hydroviton.CR

Nirena

Revita LT

Nia

Keramene

Spectral.Lash

Spectral

Radia

Oligio.DX

Trioxil


Our Key Strategies


We offer a broad range of branded, personal care products that address various personal needs applications in the hair care market, specifically technology for thinning hair.  All of our products and technology are a result of internally researched and developed formulas.  Our product development activities are not limited to any particular product category; rather, we take a broad approach to personal care applications and develop products that serve specific needs. The ingredients within our products implement technologies that utilize encapsulation techniques which we believe improve the effectiveness and spectrum of the active ingredients of our products. Our thinning hair technology, Nanoxidil, a proprietary compound, for example, is designed to stimulate follicles on the entire scalp. We believe Nanoxidil surpasses competing products in terms of efficacy and tolerability due to its higher level of penetration and prolonged therapeutic effect because of its relatively low molecular weight.  Our research into the mechanism of thinning hair has also led us to develop applications to suppress unwanted

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

To receive a free e-mail notification whenever DS HEALTHCARE GROUP, INC. makes a similar move, sign up!

Other recent filings from the company include the following:

DS HEALTHCARE GROUP: Notice Of Proposed Settlement Of Derivitive Class Action - Oct. 13, 2017
Departure of Directors or Certain - Oct. 2, 2017

Auto Refresh

Feedback