男人宫殿

As filed with the Securities and Exchange Commission on May 15, 2023

Registration No. 333-_____

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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男人宫殿.
(Exact name of registrant as specified in its charter)

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男人宫殿. 2016 Equity Incentive Plan

(Full title of the plan)

Camielle Green

Associate General Counsel, Secretary

男人宫殿.

4400 Biscayne Boulevard

Miami, Florida 33137

(305) 575-4100

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

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Copies to:

Robert L. Grossman, Esq.

Drew M. Altman, Esq.

Greenberg Traurig, P.A.

333 S.E. 2^nd Avenue

Suite 4400

Miami, Florida 33131

(305) 579-0500

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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 鈥渓arge accelerated filer,鈥� 鈥渁ccelerated filer,鈥� 鈥渟maller reporting company鈥� and 鈥渆merging growth company鈥� in Rule 12b-2 of the Exchange Act:

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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.听鈽�

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STATEMENT OF INCORPORATION BY REFERENCE

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This Registration Statement on Form S-8 is being filed by 男人宫殿., a Delaware corporation (the 鈥�Registrant鈥�), for the purpose of registering a total of 30,000,000 additional shares of its common stock, par value $0.01 per share (鈥�Common Stock鈥�), issuable under the 男人宫殿. 2016 Equity Incentive Plan (as amended, the 鈥�Plan鈥�).

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Pursuant to Instruction E of Form S-8, the contents of the Registrant鈥檚 prior registration statement on Form S-8 registering shares of Common Stock under the Plan (File No. 333-211209) (the
鈥�Prior Registration Statement鈥�) is hereby incorporated by reference herein, and the information required by Form S-8 is omitted, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement

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PART II

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Item 3. Incorporation of Documents by Reference.

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The following documents, which have been filed by the Registrant with the Commission are incorporated herein by reference:

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Additionally, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein), 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 herein by reference and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

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Item 8.听听听听听听听听听Exhibits.

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The following are the exhibits required by Item 601 of Regulation S-K:

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SIGNATURES

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Pursuant to the requirements of the Securities Act of 1933, 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 the City Miami, State of Florida, on May 15, 2023.

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POWER OF ATTORNEY

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven D. Rubin with full power to act as such person鈥檚 true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person鈥檚 name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said听attorney-in-fact听and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

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

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