As filed with the Securities and Exchange Commission
on August 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PLBY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization) |
37-1958714
(I.R.S. Employer
Identification No.) |
|
|
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA
(Address of Principal Executive Offices) |
90024
(Zip Code) |
PLBY Group, Inc. 2021 Equity and Incentive Compensation
Plan
(Full title of the plan)
Chris Riley
General Counsel and Secretary
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
(Name and address of agent for service)
(310) 424-1800
(Telephone number, including area code, of agent for service)
With a copy to:
P. Michelle Gasaway, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
(213) 687-5000
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.
Large accelerated filer ¨ |
Accelerated filer x |
Non-accelerated filer ¨ |
Smaller reporting company x |
|
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.
EXPLANATORY
NOTE
This Registration Statement
on Form S-8 (this “Registration Statement”) is being filed by PLBY Group, Inc., a Delaware corporation (the “Registrant”),
relating to 719,618 shares of common stock, par value of $0.0001 per share (the “Common Stock”), issuable under the PLBY Group,
Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”).
This Registration Statement
is filed pursuant to General Instruction E to Form S-8. Accordingly, this Registration Statement hereby incorporates by reference the
contents of the registration statements on Form S-8 filed by the Registrant on August 31, 2021 (File No. 333-259216), on March 31, 2022
(File No. 333-264019) and on March 31, 2023 (File No. 333-271051) (collectively, the “Prior Registration Statements”), with
respect to the Plan, as further supplemented by the information set forth below.
This Registration Statement
relates solely to the registration of additional securities of the same class as are registered on the Prior Registration Statements.
Under the terms of the Plan, shares of Common Stock underlying awards granted under the Plan (upon those awards being cancelled or forfeited,
settled for cash, or unearned, or expiring) will become reissuable under the Plan. This Registration Statement registers 719,618 additional
shares of Common Stock that are issuable under the Plan as a result of the foregoing pursuant to the terms thereof.
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*
| * | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory
note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants
in the Plan as required by Rule 428(b). Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference
the contents of the Prior Registration Statements, as further supplemented by the information set forth below. |
PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference.
The following documents, which
have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”), are incorporated in this Registration
Statement by reference:
| (b) | The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31,
2023 and June 30, 2023, filed with the SEC on May 10, 2023 and August 9, 2023, respectively; |
| (c) | The Registrant’s Current Reports on Form 8-K filed with the SEC on January
9, 2023, January
17, 2023, January
18, 2023, January
24, 2023, February
2, 2023 (Item 1.01), February
21, 2023, March
16, 2023 (Item 5.02), March
22, 2023, April
5, 2023 and June
16, 2023; and |
| (d) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration
Statement on Form 8-A filed with the SEC on June 4, 2020 (File No. 001-39312), pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description,
including the description of the Registrant’s Common Stock included as Exhibit 4.1 to the Registrant’s Annual Report on Form
10-K filed with the SEC on March 16, 2023. |
All reports and other 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 on
Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related
to such items) after the date of this Registration Statement, but 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
by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into
this Registration Statement.
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 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.
Item 6. Indemnification
of Directors and Officers.
Section 145 of the
General Corporation Law of the State of Delaware (the “DGCL”) provides that a Delaware corporation may indemnify any
person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of
such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that their conduct was illegal. A Delaware corporation may indemnify any persons who were or are
a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such
person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of
such action or suit, provided such person acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the corporation’s best interests; provided that no indemnification is permitted without judicial approval if
the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the corporation must indemnify such officer or director
against the expenses which such officer or director has actually and reasonably incurred.
Section 145 further authorizes
a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against such person and incurred by such person in any such capacity, or arising out of their status as
such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
Section 102(b)(7) of the DGCL
allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached
the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
The Registrant’s Second
Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) limits the liability of, and indemnifies,
its directors and officers to the fullest extent permitted under the DGCL. The Certification of Incorporation further provides that an
indemnified person is entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses
(including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
The Registrant has entered
into indemnification agreements with its directors and executive officers. These indemnification agreements, among other things, require
the Registrant to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlements
incurred by a director or officer in any action or proceeding arising out of their services as one of its directors or officers or any
other company or enterprise to which the person provides services as its request. The form of Indemnification Agreement was filed as Exhibit
10.26 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021.
The Registrant has also obtained
insurance policies under which, subject to the limitations of the policies, its directors and officers are insured against liability for
actions taken in their capacity as directors and officers. The Registrant also maintains a general liability insurance policy, which covers
certain liabilities of directors and officers.
The Registrant’s Amended
and Restated Bylaws (the “Bylaws”) include the provisions relating to advancement of expenses and indemnification rights consistent
with those set forth in its Certificate of Incorporation. In addition, the Registrant’s Bylaws provide for a right of indemnity
to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by it within a specified period
of time. The Registrant’s Bylaws also permit it to purchase and maintain insurance, at its expense, to protect it and/or any director,
officer, employee or agent of the Registrant or another entity, trust or other enterprise against any expense, liability or loss, whether
or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of
provisions of the Registrant’s Bylaws affecting indemnification rights, whether by the Registrant’s board of directors, stockholders
or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law)
be prospective only, except to the extent such amendment or change in law permits it to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission
occurring prior to such repeal or amendment or adoption of such inconsistent provision.
Item 8. Exhibits.
Exhibit Number |
|
Exhibit Description |
3.1 |
|
Second Amended and Restated Certificate of Incorporation of PLBY Group, Inc. (incorporated by reference to Exhibit 3.1 of PLBY’s Form 8-K filed with the SEC on February 16, 2021). |
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3.2 |
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Amended and Restated Bylaws of PLBY Group, Inc. (incorporated by reference to Exhibit 3.2 of PLBY’s Form 8-K filed with the SEC on February 16, 2021). |
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3.3 |
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Certificate of Designation of the Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to PLBY’s Form 8-K filed with the SEC on May 17, 2022). |
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5.1* |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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10.1 |
|
PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 of PLBY’s Form 8-K filed with the SEC on February 16, 2021). |
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10.2 |
|
Form of Stock Option Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.48 of PLBY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 16, 2022). |
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10.3 |
|
Form of Employee Restricted Stock Unit Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.49 of PLBY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 16, 2022). |
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10.4 |
|
Form of Non-Employee Restricted Stock Unit Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.50 of PLBY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 16, 2022). |
|
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10.5 |
|
Form of Performance-Based Restricted Stock Unit Award Agreement under PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.51 of PLBY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 16, 2022). |
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23.1* |
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Consent of BDO USA, P.A. |
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23.2* |
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Consent of Prager Metis CPAs LLP |
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23.3* |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). |
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24.1* |
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Power of attorney (included on the signature pages of this registration statement). |
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107* |
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Filing fee table. |
* 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 has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Los Angeles, State of California, on August 22, 2023.
|
PLBY Group, Inc. |
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By: |
/s/ Ben Kohn |
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Ben Kohn |
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Chief Executive Officer |
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Ben Kohn and Marc Crossman and each or any one of them,
his, her or their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, her or them
and in his, her or their name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement,
and to file the same, with exhibits thereto and other documents in connection therewith, with the 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, as fully for all intents and purposes as he, she or they might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or his, her or their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
Name |
|
Title |
|
Date |
|
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|
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/s/ Ben Kohn |
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Chief Executive Officer, President and Director |
|
August 22, 2023 |
Ben Kohn |
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(Principal Executive Officer) |
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/s/ Marc Crossman |
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Chief Financial Officer & Chief Operating Officer |
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August 22, 2023 |
Marc Crossman |
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(Principal Financial Officer) |
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/s/ Florus Beuting |
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Chief Accounting Officer |
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August 22, 2023 |
Florus Beuting |
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(Principal Accounting Officer) |
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/s/ Suhail Rizvi |
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Chairman of the Board |
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August 22, 2023 |
Suhail Rizvi |
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/s/ Tracey Edmonds |
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Director |
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August 22, 2023 |
Tracey Edmonds |
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/s/ James Yaffe |
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Director |
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August 22, 2023 |
James Yaffe |
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/s/ Juliana F. Hill |
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Director |
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August 22, 2023 |
Juliana F. Hill |
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Exhibit 5.1
Skadden,
Arps, Slate, Meagher & Flom llp |
|
300 South
Grand Avenue, suite 3400
los
Angeles, CA 90071
________
TEL: (213) 687-5000
FAX: (212) 735-5600
www.skadden.com
|
FIRM/AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON,
D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO |
August 22,
2023
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, California 90024
|
Re: |
PLBY Group, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special United
States counsel to PLBY Group, Inc., a Delaware corporation (the “Company”), in connection with the registration statement
on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement
relates to the registration by the Company of up to 719,618 additional
shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable
pursuant to the PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”).
This opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated
herein, we have examined and relied upon the following:
(a)
the Registration Statement;
PLBY Group, Inc.
August 22,
2023
Page 2
(b)
the Plan;
(c)
an executed copy of a certificate, dated the date hereof, of Chris Riley, Secretary of the Company (the “Secretary’s
Certificate”);
(d)
copies of the Company’s (i) Amended and Restated Certificate of Incorporation, as amended, as in effect to February 10, 2021
and certified pursuant to the Secretary’s Certificate and (ii) Second Amended and Restated Certificate of Incorporation, as in effect
from February 10, 2021, certified by the Secretary of State of the State of Delaware as of August 18,
2023 (the “Current Charter”), and certified pursuant to the Secretary’s Certificate;
(e)
a copy of the Company’s (i) Bylaws as in effect February 10, 2021 and certified pursuant to the Secretary’s Certificate
and (ii) Amended and Restated Bylaws as in effect from February 10, 2021 and certified pursuant to the Secretary’s Certificate and
as in effect as of the date hereof (the “Current Bylaws”) and certified pursuant to the Secretary’s Certificate;
(f)
copies of certain resolutions of the Board of Directors of the Company, duly
executed on January 20, 2021, February 10, 2021 and August 22, 2023, certified pursuant to the Secretary’s Certificate;
(g)
the report of the inspector of elections of the Special Meeting of the Stockholders of the Company held on February 9, 2021, reflecting
approval of the Plan, certified pursuant to the Secretary’s Certificate; and
(h)
the forms of award agreements under the Plan.
We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and
receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as
we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the
Secretary’s Certificate.
In our examination, we have
assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons,
the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us
as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination
of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the
execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts
relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations
of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth
in the Secretary's Certificate.
PLBY Group, Inc.
August 22,
2023
Page 3
In rendering the opinion stated
herein, we have also assumed that (i) an appropriate account statement evidencing Shares credited to an eligible individual’s account
maintained with the Company’s transfer agent has been or will be issued by the Company’s transfer agent, (ii) the issuance
of Shares will be properly recorded in the books and records of the Company and (iii) each award agreement under which stock options,
stock appreciation rights, restricted stock, restricted stock units and other stock-based awards or cash-based awards are granted pursuant
to the Plan will be consistent with the Plan and the applicable form of award agreement and will be duly authorized, executed and delivered
by the parties thereto and (iv) the consideration received by the Company for each of the Shares delivered pursuant to the Plan shall
not be less than the per share par value of the Shares.
We do not express any opinion
with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).
Based upon the foregoing and
subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite
corporate action on the part of the Company under the DGCL and when the Shares are issued to the eligible individuals in accordance with
the terms and conditions of the Plan and the applicable award agreement for consideration in an amount at least equal to the par value
of such Shares, the Shares will be validly issued, fully paid and nonassessable.
In addition, in rendering the
foregoing opinion we have assumed that the issuance of the Shares does not and will not constitute a violation of, or a default under,
any lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make this assumption
with respect to the Current Charter or Current Bylaws).
PLBY Group, Inc.
August 22,
2023
Page 4
We hereby consent to the reference to our firm under
the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration Statement. In giving this 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 General Rules and Regulations
of the Commission promulgated under the Securities Act. This opinion is expressed as of the date hereof unless otherwise expressly stated,
and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes
in applicable laws.
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Very truly yours, |
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
PLBY Group, Inc.
Los Angeles, California
We hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of PLBY Group, Inc. (the “Company”) of our reports dated March 16,
2023, relating to the consolidated financial statements and schedule and the effectiveness of the Company’s internal control over
financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Our report on the
effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2022.
/s/ BDO USA, P.A.
Los Angeles, California
August 22, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Registration Statement on Form S-8 of PLBY Group, Inc. of our audit report of Playboy Enterprises, Inc. as of and for the
year ended December 31, 2020, with a report date of March 31, 2021.
/s/ Prager Metis CPAs LLP
Prager Metis CPAs LLP
El Segundo, California
August 22, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
PLBY Group, Inc.
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Security
Type |
|
Security Class Title |
|
Fee
Calculation
Rule(3) |
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Amount
Registered(1) |
|
|
Proposed
Maximum
Offering Price
Per Share(3) |
|
|
Maximum
Aggregate
Offering Price |
|
|
Fee Rate |
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|
Amount of
Registration
Fee(4) |
|
Equity |
|
Common Stock, par value
$0.0001 per share |
|
|
457 |
(h) |
|
|
719,618 |
(2) |
|
$ |
1.37 |
|
|
$ |
985,876.66 |
|
|
|
0.0001102 |
|
|
$ |
108.64 |
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Total Offering Amounts |
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$ |
985,876.66 |
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$ |
108.64 |
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Total Fee Offsets |
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— |
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Net Fee Due |
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$ |
108.64 |
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 also covers an indeterminate number of additional shares of common stock of PLBY Group, Inc. (the “Registrant”) that may be offered and issued under the PLBY Group, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”) to prevent dilution resulting from stock splits, stock distributions or similar transactions. |
(2) |
Represents an additional 719,618 shares of common stock, par value $0.0001 per share, of the Registrant underlying awards granted under the Plan (upon those awards being cancelled or forfeited, settled for cash, or unearned, or expiring) will become reissuable under the Plan. |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices of such shares on the Nasdaq Global Market on August 18, 2023. |
(4) |
The Registrant does not have any fee offsets. |
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