PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC).
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
In this Registration Statement, Arteris, Inc. is sometimes referred to as Registrant,
we, us or our.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement on Form S-8 is filed by the Registrant, relating to (a) 1,875,929 shares of its
common stock, $0.001 par value (the Common Stock), issuable to eligible employees, directors and consultants of the Registrant under the Registrants 2021 Incentive Award Plan (the 2021 Plan) and (b) 375,185 shares of
Common Stock issuable to eligible employees of the Registrant under the Registrants 2021 Employee Stock Purchase Plan (the ESPP). Shares available for issuance under the 2021 Plan and the ESPP were previously registered on
registration statements on Form S-8 filed with the SEC on November 1, 2021, Registration No. 333-260620, March 7, 2022, Registration No. 333-263352, and March 1, 2023, Registration No. 333-270173 (the Prior Registration Statements). The Prior Registration Statements are currently
effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with Section E of the General Instructions to
Form S-8 regarding Registration of Additional Securities. Pursuant to Section E of the General Instructions to Form S-8, the contents of the Prior
Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
Item 3.
Incorporation of Documents by Reference.
The SEC allows us to incorporate by reference the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this
information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:
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the contents of the Registrants earlier Registration Statements on Form
S-8 relating to the 2021 Plan and ESPP, previously filed with the SEC on November 1, 2021 (File No. 333-260620), March 7, 2022 (File No. 333-263352) and
March 1, 2023 (File No. 333-263352) |
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the Registrants Annual Report on Form
10-K for the year ended December 31, 2023, filed with the SEC on February 20, 2024; |
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the information specifically incorporated by reference into the Registrants Annual Report on Form 10-K for the year ended December 31, 2022 from our Definitive Proxy Statement on Schedule 14A, filed with the
SEC on April 24, 2023; and |
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the description of the Registrants Common Stock which is registered under Section 12 of the Exchange
Act, in the Registrants Registration Statement on Form 8-A, filed on October 22, 2021, including any
amendments or reports filed for the purposes of updating such description. |
All documents that the Registrant subsequently files
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters
all of such shares 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 the filing of such documents, except as to any portion of any future annual or
quarterly report to stockholders or