[S-8] Park Ha Biological Technology Co., Ltd. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. (symbol: PHH) filed a Form S-8 on 10 July 2025 to register an additional 4,500,000 ordinary shares for issuance under its Amended and Restated 2025 Share Incentive Plan. The amendment lifts the plan’s total share reserve to 7,500,000 shares, incorporating a prior S-8 filed on 3 March 2025. The filing is strictly administrative, containing standard exhibits such as the legal opinion, the amended plan, auditor consent, and filing-fee table. No financial statements, earnings data, or transaction details are provided; the document’s primary purpose is to facilitate future equity awards to employees, directors, and other eligible participants.

Positive

• Enhanced talent retention: a larger incentive pool can help attract and keep skilled biotech personnel.
• No immediate cash outflow: shares are issued only upon future award exercises, preserving current liquidity.

Negative

• Potential shareholder dilution: up to 4.5 M additional shares may be issued, reducing existing ownership percentages.

Insights

Financial Analyst

TL;DR: Routine S-8 adds 4.5 M shares to option pool; modest dilution risk offset by talent-retention benefits—net neutral.

The registration increases the equity incentive capacity to 7.5 M shares, giving PHH flexibility to recruit and retain key staff in China’s competitive biotech sector. Because the filing does not authorize a public capital raise—only potential share issuances upon option exercises—the immediate cash-flow impact is nil. Existing shareholders face incremental dilution once awards vest, but the magnitude cannot be assessed without data on total shares outstanding. Overall, the action is customary for growth companies and does not materially alter the current investment thesis.

As filed with the Securities and Exchange Commission on July 10, 2025

Registration No. 333-              

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

Park Ha Biological Technology Co., Ltd.

(Exact name of registrant as specified in its charter)

  

Cayman Islands	 	N/A
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)

 

901, Building C, Phase 2, Wuxi International Life Science Innovation Campus 196 Jinghui East Road Xinwu District, Wuxi, Jiangsu Province People’s Republic of China	 	214000
(Address of Principal Executive Offices)	 	(Zip Code)

 

Amended and Restated 2025 Share Incentive Plan

(Full title of the plan)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (212) 947-7200

(Name, address and telephone number of agent for service)

 

Copy to:

 

Kyle Leung, Esq.

Concord & Sage PC

1360 Valley Vista Dr Suite 140

Diamond Bar, CA 91765
Tel: 929-989-7572

 

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

 

 

 

 

 

EXPLANATORY NOTE

 

The purpose of this Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 4,500,000 ordinary shares, par value US$0.00002 each (the “Ordinary Shares”) of Park Ha Biological Technology Co., Ltd. (the “Registrant”) reserved for future delivery of shares pursuant to the awards granted or to be granted under the  Registrant’s Amended and Restated 2025 Share Incentive Plan (the “Amended Plan”), which were not previously registered under the registration statements on Form S-8 (File No. 333-285482), as filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 3, 2025 (the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, are incorporated by reference into this Registration Statement, except that the provisions contained in Part I of the Prior Registration Statements are modified as set forth in this Registration Statement.

 

On July 7, 2025, the Registrant’s board of directors approved the adoption of the Amended Plan, which amended and restated the Registrant’s 2025 Share Incentive Plan to, among other things, increase the maximum aggregate number of Ordinary Shares that may be issued shall be 7,500,000 Ordinary Shares. The awards granted under the 2025 Share Incentive Plan shall remain valid in accordance with the terms and conditions thereunder.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information

 

The Registrant has adopted the Amended Plan. The maximum aggregate number of Ordinary Shares that are available for issuance under the Amended Plan is 7,500,000 Ordinary Shares. This Registration Statement on Form S-8 is being filed with the Commission for the purposes of registering an additional 4,500,000 Ordinary Shares issuable under the Amended Plan.

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:

 

  (a) the Registrant’s registration statement on Form S-8 (File No. 333-285482) filed with the Commission on March 3, 2025;

 

  (b) the Registrant’s Annual Report on Form 20-F (File No. 001-42453) for the fiscal year ended October 31, 2024, filed with the Commission on February 24, 2025;

 

  (c) the Registrant’s Current Reports on Form 6-K (File No. 001-42453) filed with the Commission on December 30, 2024, January 7, 2025 and January 24, 2025; and

 

  (d) the description of the Registrant’s Ordinary Shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-42453) filed with the Commission on December 26, 2024, including any amendment and report subsequently filed for the purpose of updating that description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this Registration Statement. 

 

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Item 8. Exhibits.

 

The following exhibits are filed as part of this Registration Statement:

 

Exhibit Number	 	Exhibit Description
5.1*	 	Opinion of Ogier with respect to the validity of the securities being registered.
10.1*	 	Amended and Restated 2025 Share Incentive Plan.
23.1*	 	Consent of WWC, P.C., an independent registered public accounting firm.
107*	 	Filing Fee Table.

 

  * Filed herewith.

 

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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 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 China, on July 10, 2025.

 

  Park Ha Biological Technology Co., Ltd.

 

 	By:	/s/ Xiaoqiu Zhang
 	 	Xiaoqiu Zhang
 	 	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on July 10, 2025.

 

Signature	 	Title
 	 	 
/s/ Xiaoqiu Zhang	 	Chief Executive Officer and
Xiaoqiu Zhang	 	Chairperson of the Board (principal executive officer)
 	 	 
/s/ Xiaoyan Zhu	 	Chief Financial Officer
Xiaoyan Zhu	 	(principal financial officer and principal accounting officer)
 	 	 
/s/ Li Wang	 	 
Li Wang	 	Director

 

/s/ Yanan Shan	 	 
Yanan Shan	 	Independent Director
 	 	 
/s/ Qixiong Sheng	 	 
Qixiong Sheng	 	Independent Director
 	 	 
/s/ Xiaozhong Yu	 	 
Xiaozhong Yu	 	Independent Director
 	 	 
/s/ Da Yang	 	 
Da Yang	 	Independent Director

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Park Ha Biological Technology Co., Ltd., has signed this registration statement on July 10, 2025.

 

  Concord & Sage PC

 

 	By:	/s/ Kyle Leung
 	Name:  	Kyle Leung

 

 

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FAQ

How many additional PHH shares are being registered?

4,500,000 ordinary shares are being added to the Amended and Restated 2025 Share Incentive Plan.

What is the new total share reserve under PHH’s 2025 plan?

The plan now authorizes 7,500,000 ordinary shares for equity awards.

Does the S-8 filing raise capital for Park Ha Biological Technology?

No. A Form S-8 simply registers shares for employee benefit plans; it does not involve a public offering.

Will current PHH shareholders experience dilution?

Dilution may occur when the registered shares are issued upon exercise or vesting of awards.

When was PHH’s prior S-8 for this plan filed?

The prior S-8 (File No. 333-285482) was filed on March 3, 2025.