Form S-8 - Securities to be offered to employees in employee benefit plans
August 06 2024 - 3:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 6, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NEVRO CORP.
(Exact name
of registrant as specified in its charter)
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Delaware |
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56-2568057 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
1800 Bridge Parkway
Redwood City, CA 94065
(Address of Principal Executive Offices) (Zip Code)
2023 Employment Inducement Award Plan
(Full title of the plan)
Kevin Thornal
Chief Executive Officer
Nevro Corp.
1800 Bridge
Parkway
Redwood City, CA 94065
(Name and address of agent for service)
(650) 251-0005
(Telephone number, including area code, of agent for service)
Copies to:
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Phillip S. Stoup, Esq.
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111
(415) 391-0600 |
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Kashif Rashid, Esq.
Senior Vice President of Corporate
Development and Chief Legal Officer
Nevro Corp. 1800 Bridge
Parkway Redwood City, CA 94065
(650) 251-0005 |
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 |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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Smaller reporting company |
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☐ |
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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 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 500,000 shares of
the Nevro Corp.s (the Registrant) common stock, par value $0.001 per share, issuable under the 2023 Employment Inducement Award Plan for which the Registration Statement of the Registrant on Form
S-8 (File No. 333-271390) is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON
FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (File Nos.
333-271390) is incorporated by reference herein.
EXHIBIT INDEX
# |
Indicates management contract or compensatory plan. |
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 the City of Redwood City, State of
California, on this 6th day of August, 2024.
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NEVRO CORP. |
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By: |
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KEVIN THORNAL |
Name: |
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Kevin Thornal |
Title: |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kevin Thornal and Roderick H. MacLeod, and
each of them, as attorneys-in-fact, each with the power of substitution, for him or her and in his or her 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 all 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, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, 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, 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/ KEVIN THORNAL |
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President and Chief Executive Officer
(Principal Executive Officer) |
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August 6, 2024 |
Kevin Thornal |
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/s/ RODERICK H. MACLEOD |
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Chief Financial Officer (Principal
Financial and Accounting Officer) |
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August 6, 2024 |
Roderick H. MacLeod |
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/s/ D. KEITH GROSSMAN |
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Non-Executive Chair |
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August 6, 2024 |
D. Keith Grossman |
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/s/ MICHAEL DEMANE |
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Lead Director |
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August 6, 2024 |
Michael DeMane |
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/s/ KIRT P. KARROS |
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Director |
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August 6, 2024 |
Kirt P. Karros |
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/s/ SRI KOSARAJU |
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Director |
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August 6, 2024 |
Sri Kosaraju |
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/s/ SHAWN T MCCORMICK |
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Director |
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August 6, 2024 |
Shawn T McCormick |
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/s/ KEVIN OBOYLE |
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Director |
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August 6, 2024 |
Kevin OBoyle |
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/s/ KAREN PRANGE |
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Director |
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August 6, 2024 |
Karen Prange |
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/s/ SUSAN E. SIEGEL |
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Director |
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August 6, 2024 |
Susan E. Siegel |
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/s/ ELIZABETH WEATHERMAN |
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Director |
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August 6, 2024 |
Elizabeth Weatherman |
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Exhibit 5.1
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505 Montgomery Street, Suite 2000 |
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San Francisco, California 94111-6538 |
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Tel: +1.415.391.0600 Fax: +1.415.395.8095 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
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Milan |
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Beijing |
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Munich |
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Boston |
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New York |
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Brussels |
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Orange County |
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Century City |
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Paris |
August 6, 2024 |
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Chicago |
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Riyadh |
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Dubai |
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San Diego |
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Düsseldorf |
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San Francisco |
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Frankfurt |
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Seoul |
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Hamburg |
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Silicon Valley |
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Hong Kong |
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Singapore |
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Houston |
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Tel Aviv |
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London |
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Tokyo |
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Los Angeles |
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Washington, D.C. |
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Madrid |
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Nevro Corp.
1800 Bridge Parkway
Redwood City, CA 94065
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Re: |
Registration Statement on Form S-8; 500,000 shares of Common Stock of
Nevro Corp., par value $0.001 per share |
To the addressee set forth above:
We have acted as special counsel to Nevro Corp., a Delaware corporation (the Company), in connection with the
registration by the Company of 500,000 shares (the Inducement Plan Shares) of common stock of the Company, par value $0.001 per share (the Common Stock) issuable under the Companys 2023
Employment Inducement Award Plan (the Inducement Plan). The Inducement Plan Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended
(the Act), filed with the Securities and Exchange Commission (the Commission) on August 6, 2024 (the Registration Statement). This opinion is being furnished in
connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related
prospectuses, other than as expressly stated herein with respect to the issuance of the Inducement Plan Shares.
As such counsel, we have
examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the DGCL), and we express no opinion with respect to any other laws.
August 6, 2024
Page
2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as
of the date hereof, when the Inducement Plan Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company for legal consideration not
less than par value in the circumstances contemplated by the Inducement Plan, assuming in each case that the individual issuances, grants or awards under the Inducement Plans are duly authorized by all necessary corporate action and duly issued,
granted or awarded and exercised in accordance with the requirements of law and the Inducement Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Inducement Plan Shares will have
been duly authorized by all necessary corporate action of the Company, and the Inducement Plan Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all
applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with
the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Sincerely, |
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/s/ Latham & Watkins LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Nevro Corp. of
our report dated February 23, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Nevro Corp.s Annual Report on Form 10-K
for the year ended December 31, 2023.
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/s/ PricewaterhouseCoopers LLP |
San Jose, CA |
August 6, 2024 |
0001444380EX-FILING FEESfalsetrue0.0001476 0001444380 2024-08-06 2024-08-06 0001444380 1 2024-08-06 2024-08-06 iso4217:USD xbrli:pure xbrli:shares
Calculation of Filing Fee Tables
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Equity |
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Common Stock, $0.001 par value per share |
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500,000 (2) |
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$8.47 |
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$4,235,000.00 |
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$ 147.60 per $1,000,000 |
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$625.09 |
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$4,235,000.00 |
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$625.09 |
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— |
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$625.09 |
(1) |
Pursuant to Rule 416(a) 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 Nevro Corp. (the “Registrant”) that become issuable under the 2023 Employment Inducement Award Plan (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
(2) |
Represents the additional shares of common stock available for future issuance under the Inducement Plan resulting from an amendment adopted by the Registrant’s Compensation Committee on March 4, 2024. |
(3) |
This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported on The New York Stock Exchange on August 5, 2024, which is $8.47. |
(4) |
The Registrant does not have any fee offsets. |
v3.24.2.u1
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Aug. 06, 2024
USD ($)
shares
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Offering: |
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Other Rule |
true
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Security Type |
Equity
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Security Class Title |
Common Stock, $0.001 par value per share
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Amount Registered | shares |
500,000
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Proposed Maximum Offering Price per Unit |
8.47
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Maximum Aggregate Offering Price |
$ 4,235,000
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Fee Rate |
0.01476%
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Amount of Registration Fee |
$ 625.09
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Offering Note |
(1) |
Pursuant to Rule 416(a) 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 Nevro Corp. (the “Registrant”) that become issuable under the 2023 Employment Inducement Award Plan (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
(2) |
Represents the additional shares of common stock available for future issuance under the Inducement Plan resulting from an amendment adopted by the Registrant’s Compensation Committee on March 4, 2024. |
(3) |
This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported on The New York Stock Exchange on August 5, 2024, which is $8.47. |
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