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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/07/21 1Life Healthcare Inc. S-8 9/07/21 5:300K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 75K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 17K
3: EX-23.2 Consent of Expert or Counsel HTML 6K
4: EX-23.3 Consent of Expert or Counsel HTML 6K
5: EX-99.1 Miscellaneous Exhibit HTML 51K
| Page | (sequential) | (alphabetic) | ↑Top | ||
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| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included on the signature page of this Registration Statement) | ||||
| onem-s8.DOCX.htm |
As filed with the U.S. Securities and Exchange Commission on September 7, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1LIFE HEALTHCARE, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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76-0707204 |
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(State or other jurisdiction of Incorporation or organization) |
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(I.R.S. Employer Identification No.) |
One Embarcadero Center, Suite 1900
(415) 814-0927
(Address of principal executive offices) (Zip code)
Iora Health, Inc. Third Amended and Restated 2011 Equity Incentive Plan
(Full title of the plan)
Chair, Chief Executive Officer and President
1Life Healthcare, Inc.
One Embarcadero Center, Suite 1900
(415) 814-0927
(Name, address and telephone number of agent for service)
Copies to:
Matthew B. Hemington
John T. McKenna
Milson C. Yu
Cooley LLP
3175 Hanover Street
(650) 843-5000
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☒ |
Smaller reporting company ☐ |
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Common Stock, par value $0.001 per share |
2,561,197(2) |
$2.60(3) |
$6,659,112(3) |
$727 |
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(1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the common stock of 1Life Healthcare, Inc. (the “Registrant”) that become issuable under the Iora Health, Inc. Third Amended and Restated 2011 Equity Incentive Plan (the “Iora Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable. |
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(2) |
Pursuant to an Agreement and Plan of Merger by and among the Registrant, SB Merger Sub, Inc., Iora Health, Inc. (“Iora”), and Fortis Advisors LLC, solely in its capacity as the representative of the stockholders of Iora, dated as of June 6, 2021 (the “Merger Agreement”), the Registrant, on September 1, 2021, assumed the Iora Plan and the options to purchase shares of Iora common stock outstanding thereunder, and such options were converted at the exchange ratio (as specified in the Merger Agreement) and became options to purchase shares of the Registrant’s common stock. Such options continue to be governed by the terms and conditions of the Iora Plan, but no future awards will be granted under the Iora Plan. |
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(3) |
Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options to purchase shares of the Registrant’s common stock under the assumed Iora Plan. |
Pursuant to the Merger Agreement, SB Merger Sub, Inc. merged with and into Iora (the “Merger”). As a result of the Merger, Iora became a wholly owned subsidiary of the Registrant. In accordance with the Merger Agreement, the Registrant assumed the Iora Plan, and each outstanding and unexercised option to purchase shares of Iora common stock under the Iora Plan was assumed and converted into an option to purchase shares of the Registrant’s common stock, based on the exchange ratio set forth in the Merger Agreement (the “Assumed Options”). The Assumed Options continue to be governed by the terms and conditions of the Iora Plan; however, no future awards will be granted under the Iora Plan.
The Registrant is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering up to 2,561,197 shares of common stock issuable upon the exercise of the Assumed Options.
PART I
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to the holders of the Assumed Options pursuant to Rule 428(b)(1). Such document(s) are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement on Form S-8 pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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ITEM 3. |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K filed on March 17, 2021 (the “Annual Report”).
(b)The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2021, filed on May 17, 2021, and for the fiscal quarter ended June 30, 2021, filed on August 4, 2021.
(c)The Registrant’s Current Reports on Form 8-K filed on April 20, 2021, June 4, 2021, June 7, 2021 (second report), June 8, 2021 (other than Item 7.01 and Exhibits 99.1), June 25, 2021, July 12, 2021, July 23, 2021, August 18, 2021, August 30, 2021 and September 1, 2021 (other than Item 7.01 and Exhibits 99.1, 99.2 and 99.3).
(d)The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed on January 28, 2020 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including any amendment or report filed for the purpose of updating such description.
(e)All other reports and documents 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.
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ITEM 4. |
DESCRIPTION OF SECURITIES |
Not applicable.
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ITEM 5. |
INTERESTS OF NAMED EXPERTS AND COUNSEL |
Not applicable.
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ITEM 6. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation permits indemnification of the Registrant’s directors, officers and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its other officers, employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.
The Registrant has entered into indemnification agreements with its directors and officers, whereby it has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the
Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
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ITEM 7. |
EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.
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ITEM 8. |
EXHIBITS |
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Exhibit |
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Description |
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Schedule |
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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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Amended and Restated Certificate of Incorporation of the Registrant. |
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8-K |
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3.1 |
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4.2 |
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8-K |
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3.2 |
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4.3 |
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S-1 |
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333-235792 |
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4.1 |
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5.1* |
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23.1* |
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23.2* |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
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23.3* |
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24.1* |
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Power of Attorney (included on the signature page of this Registration Statement). |
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99.1* |
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Iora Health, Inc. Third Amended and Restated 2011 Equity Incentive Plan. |
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ITEM 9. |
UNDERTAKINGS |
1.The undersigned Registrant hereby undertakes:
(a) 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 the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
2.The undersigned 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.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 Commission 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.
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 the City of San Francisco, State of California, on September 7, 2021.
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1LIFE HEALTHCARE, INC. |
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By: |
/s/ Amir Dan Rubin |
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Chair, Chief Executive Officer and President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir Dan Rubin and Bjorn Thaler, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her, and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange 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 for 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, and either 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Date |
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/s/ Amir Dan Rubin |
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Chair, Chief Executive Officer and President (Principal Executive Officer) |
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/s/ Bjorn Thaler |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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/s/ Paul R. Auvil |
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Director |
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Mark S. Blumenkranz, M.D. |
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Director |
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Director |
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/s/ Kalen F. Holmes Kalen F. Holmes, Ph.D. |
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Director |
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/s/ David P. Kennedy |
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Director |
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/s/ Freda Lewis-Hall Freda Lewis-Hall, M.D. |
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Director |
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Director |
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/s/ Scott C. Taylor |
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Director |
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/s/ Mary Ann Tocio |
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Director |
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed as of / Effective on: | 9/7/21 | |||
| Filed on: | 9/3/21 | 3, 4, SC 13G/A | ||
| 9/1/21 | 3, 4, 8-K | |||
| 6/30/21 | 10-Q, 4 | |||
| 6/6/21 | 8-K | |||
| 3/31/21 | 10-Q | |||
| 2/4/20 | 4, 8-K, S-8 | |||
| 1/21/20 | S-1/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/23 1Life Healthcare Inc. S-8 POS 2/22/23 1:25K Donnelley … Solutions/FA 2/22/23 1Life Healthcare Inc. S-8 POS 2/22/23 1:25K Donnelley … Solutions/FA 2/22/23 1Life Healthcare Inc. S-8 POS 2/22/23 1:25K Donnelley … Solutions/FA 2/22/23 1Life Healthcare Inc. S-8 POS 2/22/23 1:25K Donnelley … Solutions/FA 2/22/23 1Life Healthcare Inc. S-8 POS 2/22/23 1:25K Donnelley … Solutions/FA |