PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1.Plan Information*
Item 2.Registrant Information and Employee Plan Annual Information*
*The document(s) containing the information specified in Part I of this Form S-8 will be given to participants in BioHarvest Sciences Inc’s 2025 Equity Incentive Plan as required under Rule 428 of the Securities Act of 1933 (the “Securities Act”). These documents will not be filed with the Securities and Exchange Commission (the “SEC”), but constitute, together with the documents incorporated by reference into this Registration Statement by Item 3 of Part II of this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents, filed by BioHarvest Sciences Inc. (the “Registrant”) with the SEC, are hereby incorporated by reference in this Registration Statement:
(a)The Registrant’s Annual Report From 40 -F for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025;
(b)The Registrant’s Reports on Form 6-K filed with the SEC;
(c)The description of the Registrant’s common shares, without par value included in the registration statement on Form 8-A filed on October 28, 2024;
(d)All other reports, if any, filed by the Registrant pursuant to Section 13(a) or 15(d) of the US Exchange Act since the end of the Registrant’s fiscal year ended December 31, 2025; and
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
Any statement contained in an incorporated document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed incorporated document modifies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 Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.Description of Securities.
Not applicable.
Item 5.Interests of Named Experts and Counsel.
No expert or counsel named in this Registration Statement as having prepared or certified any part of this Registration Statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of such securities was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Registrant, nor was any such person connected with the Registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
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Item 6.Indemnification of Directors and Officers.
The Registrant’s articles (the British Columbia equivalent of by-laws) provide that the Registrant must indemnify a director, officer, former director or officer or alternate director of the Registrant and their heirs and legal personal representatives, as set out in the Business Corporations Act (British Columbia) (the “BCA”), against all eligible penalties to which such person is or may be liable, and the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director, officer, former director and officer and alternate director is deemed to have contracted with the Registrant on the terms of the indemnity contained in Registrant’s articles. Furthermore, the Registrant must pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding but the Registrant must first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the BCA, the eligible party will repay the amounts advanced. In addition, the Registrant may indemnify any other person in accordance with the BCA.
The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Registrant is incorporated under the BCA, some of its directors and its executive officers are residents outside the United States and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign Registrant or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign Registrant and its officers and directors to subject themselves to a judgment by a United States court.
Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8.Exhibits.
Exhibit
Number
|
| Description of Exhibit
|
5.1
|
| Opinion of O’Neill Law LLP regarding legality of securities being registered.
|
23.1
|
| Consent of O’Neill Law LLP (contained in 5.1).
|
23.2
|
| Consent of Ziv Haft, Certified Public Accountants (Isr), BDO Member Firm.
|
24.1
|
| Powers of Attorney (included on the signature page of this Registration Statement).
|
99.1
|
| 2025 Equity Incentive Plan.
|
107
|
| Filing Fee Table
|
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Item 9.Undertakings.
A.The 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 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. Notwithstanding the foregoing, any increase or decrease in the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)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 (A)(1)(i) and (A)(1)(ii) do not apply if this Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2.That, for the purpose of determining liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement related 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 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 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.
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 SEC 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant, BioHarvest Sciences Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a 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 Vancouver, British Columbia, Canada, on July 22nd, 2025
BIOHARVEST SCIENCES INC.
By: /s/ Ilan Sobel
Ilan Sobel
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ilan Sobel and Bar Dichter as his or her true and lawful attorneys-in-fact and agent with full power of substitution and re-substitution for and in his or her name, place and stead, in any and all capacities, to sign on his or her behalf any or all amendments to this Registration Statement (including post-effective amendments or any abbreviated registration statements and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought) and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, with full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he or her might or could do in person hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.
Signature
| Title
| Date
|
|
|
|
/s/ Ilan Sobel
Ilan Sobel
| Chief Executive Officer, President, and Director
(Principal Executive Officer)
| July 22, 2025
|
|
|
|
/s/ Bar Dichter
Bar Dichter
| Chief Financial Officer
(Principal Financial Officer)
| July 22, 2025
|
|
|
|
/s/ Zaki Rakib
Zaki Rakib
| President, Chairman and Director
| July 22, 2025
|
|
|
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/s/ Vivien Rakib
Vivien Rakib
| Director
| July 22, 2025
|
|
|
|
/s/ David Tsur
David Tsur
| Director
| July 22, 2025
|
|
|
|
/s/ John Fiddick
John Fiddick
| Director
| July 22, 2025
|
|
|
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/s/ Anne Binder
Anne Binder
| Director
| July 22, 2025
|
|
|
|
/s/ Sharon Malka
Sharon Malka
| Director
| July 22, 2025
|
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Signature of authorized representative in the United States
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this registration statement on Form S-8 in the city of Las Vegas, the State of Nevada, on this 22nd day of July, 2025.
/s/ David St. James
David St. James
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