S-8

As filed with the Securities and Exchange Commission on December 24, 2014

Registration No.: 333- ____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ARMCO METALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-0491904
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

1065 E. Hillsdale Blvd., Suite 315, Foster City, CA	94404
(Address of Principal Executive Offices)	(Zip Code)

Amended and Restated 2009 Stock Incentive Plan

(Full title of the plan)

Mr. Kexuan Yao

Chief Executive Officer

Armco Metals Holdings, Inc.

1065 E. Hillsdale Blvd., Suite 315

Foster City, CA 94404

(Name and address of agent for service)

(650) 212-7630

(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	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

CALCULATION OF REGISTRATION FEE

Title 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 (2)
Common stock, par value $0.001 per share	3,000,000	$0.14	$420,000	$48.81

⁽¹⁾     To the extent permitted by Rule 416, this registration statement also covers an indeterminate number of additional shares of common stock of Armco Metals Holdings, Inc. as may be issuable as a result of the anti-dilution provisions pursuant to future stock splits, stock dividends or similar transactions.

⁽²⁾     Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant’s common stock as reported on the NYSE MKT on December 18, 2014.

EXPLANATORY NOTE

This registration statement on Form S-8 of Armco Metals Holdings, Inc. (the "Company") relating to 3,000,000 shares of common stock, par value $0.001 per share, issuable under the Company's Amended and Restated 2009 Stock Incentive Plan (the “Plan”) has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register an additional 3,000,000 shares of common stock reserved for issuance under the Plan. Unless the context requires otherwise, references herein to the Plan are intended to relate to the Plan as so defined, and to the equity compensation and incentive arrangements which the Plan amends and restates.

The additional shares to be registered on this registration statement are of the same class as securities covered by the registration statement on Form S-8, SEC File No. 333-184552, as filed with the Securities and Exchange Commission on October 23, 2012 (the "Prior Registration Statement"). This registration statement is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of shares of common stock under the Plan and except as otherwise set forth in this registration statement, are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.          Incorporation of Documents by Reference.

The following documents, which have previously been filed by us, as specified, with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

1.     Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (filed on April 4, 2014) (File No. 001-34631);

2.     Reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 2013; and

3.     The description of our common stock that is contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on February 29, 2010 (File No. 001-34631) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment 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 a part hereof from the date of filing of such documents. Any statement incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

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Item 8.           Exhibits.

Exhibit No.	Description
4.1	Third Amendment to Armco Metals Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan *
5.1	Opinion of Pearlman Schneider LLP *
23.1	Consent of MaloneBailey, LLP.*
23.2	Consent of Li & Company, PC*
23.3	Consent of Pearlman Schneider LLP (included in Exhibit 5.1 hereof)*

*      Filed herewith.

SIGNATURES

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 duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Forest City, State of California, on December 17, 2014.

Armco Metals Holdings, Inc.

By: /s/ Kexuan Yao

Kexuan Yao, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kexuan Yao Kexuan Yao	Chief Executive Officer, director, principal executive officer	December 17, 2014
/s/ Fengtao Wen Fengtao Wen	Chief Financial Officer, principal financial and accounting officer	December 17, 2014
/s/ William Thomson William Thomson	Director	December 17, 2014
/s/ Kam Ping Chan Kam Ping Chan	Director	December 17, 2014
/s/ Shiqing Yue Shiqing Yue	Director	December 17, 2014

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Third Amendment to Armco Metals Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan *
5.1	Opinion of Pearlman Schneider LLP *
23.1	Consent of MaloneBailey, LLP.*
23.2	Consent of Li & Company, PC*
23.3	Consent of Pearlman Schneider LLP (included in Exhibit 5.1 hereof)*

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EX-4

EXHIBIT 4.1

THIRD AMENDMENT TO ARMCO METALS HOLDINGS, INC.’S

AMENDED AND RESTATED

2009 STOCK INCENTIVE PLAN

Armco Metals Holdings, Inc. (the “Company”) previously approved and adopted the Amended and Restated 2009 Stock Incentive Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the personal interests of the Plan’s participants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance in order to help grow the Company and to generate superior returns to its shareholders. By this Amendment, the Company desires to amend the Plan to increase the number of shares available under the Plan.

1.     Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.

2.     The effective date of this Amendment to the Plan shall be November 17, 2014, upon the stockholders’ approval.

3.     Section 4.1 of the Plan is amended and restated in its entirety as follows:

4.1     Number of Shares Available for Awards

“Subject to adjustment as provided in Section 17 hereof, the number of shares of Stock available for issuance under the Plan shall be no greater than 11,200,000 shares of Stock, all of which may be granted as Incentive Stock Options. Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company.”

4.     This Amendment shall amend only the provisions of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on this 17th day of November, 2014.

Armco Metals Holdings, Inc.

By: /s/ Kexuan Yao

Kexuan Yao, Chief Executive Officer

EX-5

EXHIBITS 5.1 AND 23.3

OPINION OF PEARLMAN SCHNEIDER LLP

PEARLMAN SCHNEIDER LLP

Attorneys-at-Law

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, Florida 33431-7307

	Telephone
James M. Schneider, Esq.	(561) 362-9595
Charles B. Pearlman, Esq.	Facsimile
Brian A. Pearlman, Esq.	(561) 362-9612

December 24, 2014

Armco Metals Holdings, Inc.

1065 E. Hillsdale Blvd., Suite 315

Foster City, CA 94404

Re:	Armco Metals Holdings, Inc., a Nevada corporation (the "Company")
	Registration Statement on Form S-8 (the "Registration Statement") ,

Gentlemen:

This opinion is furnished to you in connection with the Registration Statement to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 3,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued pursuant to restricted stock grants and/or upon exercise of options granted and to be granted under the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”).

In our capacity as counsel to the Company, we have examined the original, certified, conformed, photostat or other copies of the Company's Articles of Incorporation and By-Laws, as amended, the Plan and various other agreements and option awards, corporate minutes provided to us by the Company and such other documents and instruments as we deemed necessary. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.

Subject to and in reliance upon the foregoing, we are of the opinion that the Shares to be issued as restricted stock grants and/or upon exercise of options granted and to be granted under the Plan, when issued in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement to be filed with the SEC. In giving this opinion and such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Pearlman Schneider LLP

Pearlman Schneider LLP

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference of our report dated April 4, 2014, with respect to the consolidated financial statements of Armco Metals Holdings, Inc. and Subsidiaries for the year ended December 31, 2013, in the Registration Statement of Armco Metals Holdings, Inc. on Form S-8 pertaining the Armco Metals Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

December 24, 2014

EX-23

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Armco Metals Holdings, Inc.

We hereby consent to the incorporation by reference by Armco Metals Holdings, Inc. (the “Company”) in the Registration Statement on Form S-8 of our report dated March 29, 2013 on the consolidated balance sheet of the Company as of December 31, 2012, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for the year then ended, and to the reference to our firm under the heading "Experts" in the prospectus.

/s/Li and Company, PC

Li and Company, PC

Skillman, New Jersey

December 24, 2014

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