Document
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Accolade, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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01-0969591
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1201 Third Avenue, Suite 1700
Seattle, WA 98101
(206) 926-8100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Accolade, Inc. 2020 Equity Incentive Plan
Accolade, Inc. 2020 Employee Stock Purchase Plan
(Full titles of the plans)
Rajeev Singh
Chief Executive Officer
Accolade, Inc.
1201 Third Avenue,
Suite 1700
Seattle, WA 98101
(206) 926-8100
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
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Richard Eskew
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John W. Robertson
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General Counsel
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Alan D. Hambelton
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Accolade, Inc.
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Cooley LLP
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660 West Germantown Pike, Suite 500
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1700 Seventh Avenue, Suite 1900
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Plymouth Meeting, PA 19462
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Seattle, WA 98101
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(610) 834-2989
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(206) 452-8700
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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 "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
Non-accelerated filer ¨
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Accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
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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 pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
EXPLANATORY NOTE
Accolade, Inc. (the "Registrant") is filing this Registration Statement on Form S-8 for the purpose of registering an additional 3,122,535 shares of common stock, par value $0.0001 per share (the "Common Stock"), under the Registrant's 2020 Equity Incentive Plan and an additional 780,633 shares of Common Stock under the Registrant's 2020 Employee Stock Purchase Plan, pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of Common Stock reserved for issuance under each respective plan. These additional shares of Registrant's Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the "Commission") on July 6, 2020 (File No.
333-239704) and subsequent Registration Statements on Form S-8 were filed with the Commission on June 3, 2022 (File No.
333-265425) and on April 28, 2023 (File No.
333-271501). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statements.
PART II
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ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:
(a) The Registrant's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended February 29, 2024 filed with the Commission on
April 26, 2024 (File No. 001-39348); and
(b) The description of the Registrant's Common Stock which is contained in a registration statement on Form 8-A filed on
June 25, 2020 (File No. 001-39348) under the Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description, including
Exhibit 4.6 of the Form 10-K.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and 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 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 a document incorporated or deemed to be 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 subsequently filed document that also is deemed to be incorporated by reference herein 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 8. EXHIBITS
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Incorporated by Reference
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Exhibit
Number
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Description
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Schedule
Form
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File Number
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Exhibit
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Filing Date
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4.1
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8-K
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001-39348
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3.1
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July 10, 2020
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S-1/A
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333-236786
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3.4
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February 28, 2020
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S-1
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333-236786
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4.1
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February 28, 2020
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5.1*
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Opinion of Cooley LLP
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23.1*
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Consent of KPMG LLP, independent registered public accounting firm
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23.2*
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Consent of Cooley LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page of this Form S-8)
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99.1
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S-1
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333-236786
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10.2
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June 16, 2020
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99.2
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S-1
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333-236786
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10.3
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June 16, 2020
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107*
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Filing Fee Table
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*Filed herewith.
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 Seattle, Washington, on April 26, 2024.
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ACCOLADE, INC.
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By:
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/s/ Rajeev Singh
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Name:
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Rajeev Singh
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Title:
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Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rajeev Singh and Stephen Barnes, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
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Signature
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Title
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Date
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/s/ Rajeev Singh
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Chief Executive Officer and Director
(Principal Executive Officer)
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April 26, 2024
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Rajeev Singh
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/s/ Stephen Barnes
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Chief Financial Officer
(Principal Financial Officer)
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April 26, 2024
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Stephen Barnes
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/s/ Colin McHugh
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Chief Accounting Officer
(Principal Accounting Officer)
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April 26, 2024
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Colin McHugh
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/s/ Jeffrey Brodsky
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Director
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April 26, 2024
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Jeffrey Brodsky
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/s/ Michael Hilton
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Director
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April 26, 2024
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Michael Hilton
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/s/ Jeffrey Jordan
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Director
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April 26, 2024
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Jeffrey Jordan
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/s/ Cindy Kent
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Director
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April 26, 2024
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Cindy Kent
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/s/ Peter Klein
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Director
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April 26, 2024
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Peter Klein
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/s/ Dawn Lepore
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Director
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April 26, 2024
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Dawn Lepore
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/s/ Elizabeth Nabel
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Director
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April 26, 2024
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Elizabeth Nabel
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/s/ Patricia Wadors
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Director
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April 26, 2024
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Patricia Wadors
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