Securities to be offered to employees in employee benefit plans



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SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549






FORM S-8








REGISTRATION STATEMENT




UNDER


THE SECURITIES ACT OF 1933






CODE CHAIN NEW CONTINENT LIMITED



(Exact Name of Registrant as Specified in
its Charter)


















Nevada






47-3709051




(State or Other Jurisdiction of


Incorporation or Organization)




(I.R.S. Employer


Identification No.)






























No 2020 Zhongshanxi Road







Room 502A40







Xuhui District, Shanghai, China






200030




(Address of Principal Executive Offices)




(Zip Code)






2019 Equity Incentive Plan



(Full Title of the Plan)






Code Chain New Continent Limited




No 2020 Zhongshanxi Road


Room 502A40


Xuhui District, Shanghai, China 200030



(Name and Address of Agent for Service

)








+86-0513-8912-3630



(Telephone Number, Including Area Code,
of Agent for Service)






Copy To:






William S. Rosenstadt, Esq.




Mengyi “Jason” Ye, Esq.


Yarona L. Yieh, Esq.


Ortoli Rosenstadt LLP


366 Madison Avenue, 3rd Floor


New York, NY 10017


Tel: +1-212-588-0022




Fax: +1-212-826-9307





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 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







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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐




















CALCULATION OF REGISTRATION FEE











































Title of Each Class of Securities to be Registered







Amount
to be


Registered

(1)












Proposed


Maximum


Offering


Price Per


Share

(2)












Proposed


Maximum


Aggregate


Offering


Price

(2)











Amount of


Registration


Fee





Common stock, $.0001 par value per share



3,000,000



$

2.50



$

7,500,000



$

818.25














(1)




Represents 3,000,000 shares of common stock issuable under our 2019 Equity Incentive Plan, effective December 12, 2019. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of common stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions.












(2)




Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rules 457(c) and 457(h) of the Securities Act upon the basis of the average of the high and low prices per share of the Registrant’s common stock as reported on the Nasdaq Capital Market on February 2, 2021.


























PART I








INFORMATION REQUIRED IN THE 10(A) PROSPECTUS








Item 1. Plan Information.







The documents containing
the information required by Part I of Form S-8 will be sent or given to the participants in the 2019 Equity Incentive Plan, as
the case may be, as specified by Rule 428(b)(1) of the Securities Act. In accordance with the Note to Part I of Form S-8, such
documents are not required to be, and may not be, filed with the U.S. Securities and Exchange Commission (the “

Commission

”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.






Item 2. Registrant Information and Employee Plan Annual Information.







The following documents
are available without charge, upon written or oral request, by contacting Mr. Yimin Jin, the Chief Executive Officer of the Company,
at the address and telephone number listed below: 1) any of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus); and 2) other documents
required to be delivered to eligible employees, pursuant to Rule 428(b):





Code Chain New Continent Limited



No 2020 Zhongshanxi Road


Room 502A40


Xuhui District, Shanghai, China 200030



+86-0513-8912-3630










1










PART II








INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT








Item 3. Incorporation of Documents by Reference.







The following documents,
and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the “

Exchange Act

”), prior to the filing of a post-effective amendment to this Registration Statement
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 in this Registration Statement and shall be deemed to be a part hereof from the date of
the filing of such documents:













(1)



our Annual Report on

Form 10-K

for the fiscal year ended December 31, 2019, filed with the Commission on April 17, 2020, as amended on May 14, 2020;













(2)



our Quarterly Report on

Form 10-Q

for the three months ended March 31, 2020, filed with the Commission on May 26, 2020, as amended on July 10, 2020;













(3)



our Quarterly Report on

Form 10-Q

for the three months ended June 30, 2020, filed with the Commission on August 13, 2020;













(4)



our Quarterly Report on

Form 10-Q

for the three months ended September 30, 2020, filed with the Commission on November 11, 2020;













(5)



our Current Reports on Form 8-K, filed with the Commission on

May 1, 2020

,

May 15, 2020

,

May 18, 2020

,

May 21, 2020

,

May 22, 2020

,

July 6, 2020

,

August 12, 2020

,

October 29, 2020

,

November 17, 2020

,

December 16, 2020

(as amended on

January 29, 2021

),

January 11, 2021

(as amended on

January 12, 2021

),

February 1, 2021

and

February 4, 2021

;













(6)



The description of our common stock incorporated by reference in our registration statement on

Form 8-A

, as amended (File No. 001-37513) filed with the Commission on July 23, 2015, including any amendment and report subsequently filed for the purpose of updating that description; and













(7)



all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above.





Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or supersedes such statement.






Item 4. Description of Securities

.





Not applicable.






Item 5. Interests of Named Experts and Counsel

.





Not applicable.






Item 6. Indemnification of Directors and Officers

.





The Registrant is incorporated
under the laws of the state of Nevada. Section 78.138 of the Nevada Revised Statutes provides that, subject to limited
statutory exceptions and unless the articles of incorporation or an amendment thereto 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 the trier of fact determines that
the presumption of good faith has been rebutted, or it is proven that 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 that such breach of fiduciary duty involved
intentional misconduct, fraud, or a knowing violation of law. Section 4 of the Registrant’s Articles of Incorporation provides
that, to the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, the Registrant’s officers and
directors shall not be liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director of
officer, except for liability for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law,
or for the payment of unlawful distributions in violation of Section 78.300 of the Nevada Revised Statutes.









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1









Section 78.7502 of
the Nevada Revised Statutes permits 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 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, against expenses, including
attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection
with the action, suit, or proceeding if the person:





(a) is not liable pursuant
to Section 78.138 of the Nevada Revised Statutes; or





(b) acted in good faith
and in a manner which 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 the conduct was unlawful.





In addition, Section
78.7502 of the Nevada Revised Statutes permits 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 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 against expenses, including amounts paid in settlement and attorneys’ fees actually and
reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:





(a) is not liable pursuant
to Section 78.138 of the Nevada Revised Statutes; or





(b) acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.





To the extent that
a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter therein, the corporation is required to indemnify
him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with
the defense under Section 78.7502 of the Nevada Revised Statutes.





Section 5 of the Registrant’s
Articles of Incorporation provides 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 Registrant or is or was serving as a director, officer, employee or agent of another entity at the request of the Registrant
or any predecessor of the Registrant against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges
and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.





Section 78.752 of the Nevada Revised
Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements 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 for any
liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a director, officer,
employee, or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify
such person against such liability and expenses.









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Other financial arrangements
made by the corporation pursuant to Section 78.752 of the Nevada Revised Statutes may include the following:





(a) the creation
of a trust fund;





(b) the establishment
of a program of self-insurance;





(c) the securing
of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and





(d) the establishment
of a letter of credit, guaranty, or surety.





No financial arrangement
made pursuant to Section 78.752 of the Nevada Revised Statutes may provide protection for a person adjudged by a court
of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to the advancement of expenses or indemnification ordered by a court.





Section 78.751 of the Nevada Revised
Statutes provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Revised Statues, unless
ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified
party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances. The determination
must be made:





(a) by the stockholders;





(b) by the board of
directors by majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding;





(c) if a majority vote
of a quorum consisting of directors who were not parties to the action, suit, or proceeding so orders, by independent legal counsel
in a written opinion, or





(d) if a quorum consisting
of directors who were not parties to the action, suit, or proceeding cannot be obtained, by independent legal counsel in a written
opinion.





Subsection 2 of Section
78.751 of the Nevada Revised Statutes provides that a corporation’s articles of incorporation, its bylaws, or an
agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal
action, suit, or proceeding must be paid by the corporation 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 such person is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise by law. Section 5 of the Registrant’s Articles of Incorporation
provides that the Registrant will, from time to time, reimburse or advance to any person entitled to indemnification the funds
necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with defending any
proceeding from which he or she is indemnified by the Registrant, in advance of the final disposition of such proceeding, provided
that the Registrant has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately
determined by a final and unappealable decision that the director or officer is not entitled to be indemnified for such expenses.





Subsection 3 of Section
78.751 of the Nevada Revised Statutes further provides that any indemnification made pursuant to Section 78.7502 and
advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or the bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, for either an action in such person’s official capacity
or an action in another capacity while holding such office, except that indemnification, unless ordered by a court pursuant to
Section 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director
or officer if a final adjudication establishes that such person’s acts or omissions involved intentional misconduct, fraud,
or a knowing violation of the law and was material to the cause of action. Additionally, indemnification pursuant to Section 78.7502
and advancement of expenses shall continue for any indemnified party who has ceased to hold such qualifying position and shall
inure to the benefit of such person’s heirs, executors, and administrators.









II-

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Under Nevada law
and the Registrant’s Articles of Incorporation, as amended, its directors will have no personal liability to the Registrant
or its stockholders for damages incurred as the result of the breach or alleged breach of fiduciary duty as a director of the Registrant
involving any act or omission of any such director. This provision does not apply to the directors’ (i) acts or omissions
that involve intentional misconduct, fraud, or knowing violation of law, or (ii) approval of an unlawful dividend, distribution,
stock repurchase, or redemption under Section 78.300 of the Nevada Revised Statutes. This provision would generally absolve
directors of personal liability for negligence in the performance of duties, including gross negligence.





The effect of these
provisions in the Nevada Revised Statutes and the Registrant’s Articles of Incorporation, as amended, is to eliminate
the rights of the Registrant and its stockholders (through stockholder derivative suits on behalf of the Registrant) to recover
damages against a director for breach of his or her fiduciary duties as a director (including breaches resulting from negligent
behavior) except in the situations described in clauses (i) and (ii) above. This provision does not limit nor eliminate the rights
of the Registrant or any stockholder to seek relief such as an injunction or rescission in the event of a breach of a director’s
fiduciary duties. The Nevada Revised Statutes and the Registrant’s Articles of Incorporation grant the Registrant
the right to indemnify its directors, officers, employees, and agents in accordance with applicable law. In addition, the Registrant’s
Bylaws authorize the Registrant to indemnify directors and officers of the Registrant to the fullest extent permitted by applicable
law, provided that no indemnification shall be provided to any covered person to the extent that such indemnification would be
prohibited by Nevada state law or other applicable law as then in effect, nor shall the Registrant indemnify any covered
person seeking indemnification in connection with a proceeding or part thereof initiated by such person except where such proceeding
or part thereof was authorized by the Registrant’s board of directors, nor shall the Registrant indemnify any covered person
who shall be adjudged in any action, suit or proceeding for which indemnification is sought to be liable for any negligence or
intentional misconduct in the performance of a duty.






Item 7. Exemption from Registration Claimed

.





Not applicable.






Item 8. Exhibits

.





Reference is hereby
made to the Exhibit Index, which is incorporated herein by reference.






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:





(a) To include
any prospectus required by Section 10(a)(3) of the Securities Act;





(b) To reflect in
the prospectus any facts or events arising after the effective date of this 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 this
Registration Statement; and





(c) To 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)(a) and (1)(b) above 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 Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.









II-

4









(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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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.







II-

5












SIGNATURES







Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
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 on this 5th day of February 2021.

































CODE CHAIN NEW CONTINENT LIMITED








By:



/s/ Yimin Jin




Name:



Yimin Jin




Title:



Co-Chief Executive Officer and


Co-Chairman of the Board





Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.























































































































































































Signature






Title






Date









/s/ Yimin Jin




Co-Chairman of the Board of Directors and




February 5, 2021



Yimin Jin




Co-Chief Executive Officer


(Principal Executive Officer)










/s/ Wei Xu




Co-Chairman of the Board of Directors

and



February 5, 2021



Wei Xu




President










/s/ Weidong Feng




Co-Chief Executive Officer




February 5, 2021



Weidong Feng




(Principal Executive Officer)










/s/ Yi Li




Chief Financial Officer




February 5, 2021



Yi Li




(Principal Financial and Accounting Officer)










/s/ Qihai Wang




Director




February 5, 2021



Qihai Wang












/s/ Mingyue Cai




Director




February 5, 2021



Mingyue Cai












/s/ Yajing Li




Director




February 5, 2021



Yajing Li












/s/ Min Zhu




Director




February 5, 2021



Min Zhu













II-

6












EXHIBIT INDEX























































Exhibit No.






Description







5.1*





Opinion of Ortoli Rosenstadt LLP (regarding validity of common stock being registered).







10.1*





2019 Equity Incentive Plan of Code Chain New Continent Limited







23.1*





Consent of Ortoli Rosenstadt LLP (included in its opinion filed as Exhibit 5.1).







23.2*





Consent of WWC. P. C.













*

filed herewith






II-7










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

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