As filed with the Securities and Exchange Commission on March 15, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Everspin Technologies, Inc.
(Exact name of Registrant as specified in its charter)
| | |
| Delaware | | 26-2640654 |
(State or other jurisdiction of
Incorporation or organization) | | (I.R.S. Employer
Identification No.) |
5670 W. Chandler Blvd., Suite 100
Chandler, Arizona 85226
(Address of principal executive offices)
(480)347-1111
(Registrant’s telephone number, including area code)
Everspin Technologies, Inc. 2016 Equity Incentive Plan
Everspin Technologies, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan)
Kevin Conley
President and Chief Executive Officer
Everspin Technologies, Inc.
5670 W. Chandler Blvd., Suite 100
Chandler, Arizona 85224
(480)347-1111
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Matthew B. Hemington
Brett D. White
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650)843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☒ |
| | | |
| | | | 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
| | | | | | | | |
|
Title of Securities
to be Registered | | Amount to be
Registered (1) | | Proposed Maximum
Offering Price per Share (2) | | Proposed Maximum
Aggregate
Offering Price (2) | | Amount of
Registration Fee (2) |
Common Stock, par value $0.0001 per share | | — | | | | | | |
2016 Equity Incentive Plan | | 512,864 (3) | | $8.38 | | $4,297,800 | | $520.89 |
2016 Employee Stock Purchase Plan | | 170,955 (4) | | $8.38 | | $1,432,603 | | $173.63 |
| | | 683,819 | | | | $5,730,403 | | $694.52 |
|
|
| (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 Registrant’s common stock that become issuable under the plans set forth herein 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. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Market on March 11, 2019. |
| (3) | Represents shares of Common Stock that were added to the shares reserved for issuance under the Registrant’s 2016 Equity Incentive Award Plan on January 1, 2019, pursuant to an “evergreen” provision contained in such plan. |
| (4) | Represents shares of Common Stock that were added to the shares reserved for issuance under the Registrant’s 2016 Employee Stock Purchase Plan on January 1, 2019, pursuant to an “evergreen” provision contained in such plan. |
