As filed with the Securities and Exchange Commission on March 1, 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
PARAGON 28, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 27-3170186 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
14445 Grasslands Drive Englewood, CO | 80112 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2021 Incentive Award Plan
2021 Employee Stock Purchase Plan
(Full Title of the Plans)
Albert DaCosta
Chairman, President & Chief Executive Officer
14445 Grasslands Drive
Englewood, CO 80112
(720) 912-1332
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Charles K. Ruck
B. Shayne Kennedy
J. Ross McAloon
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
(714) 540-1235
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. (Check one):
| 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. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by Paragon 28, Inc. (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 4,969,526 shares of the Company’s common stock, $0.01 par value per share (the “common stock”), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-260367 and 333-270225) are effective: (i) the 2021 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 4,141,272 shares of common stock on January 1, 2024, and (ii) the 2021 Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 828,254 shares of common stock on January 1, 2024.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the registration statements on Form S-8 (File Nos. 333-260367 and 333-270225) are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
Item 8. Exhibits
| # | 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 City of Englewood, State of Colorado, on this March 1, 2024.
| PARAGON 28, INC. | ||
| By: | /s/ Albert DaCosta | |
| Name: | Albert DaCosta | |
| Title: | Chairman, President and Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Albert DaCosta, Stephen M. Deitsch and Robert McCormack, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, 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 date indicated.
Signature | Title | Date | ||
/s/ Albert DaCosta Albert DaCosta | President, Chief Executive Officer and Director (Principal Executive Officer) | March 1, 2024 | ||
/s/ Stephen M. Deitsch Stephen M. Deitsch | Chief Financial Officer (Principal Financial Officer) | March 1, 2024 | ||
/s/ Erik Mickelson Erik Mickelson | Chief Accounting Officer and Controller (Principal Accounting Officer) | March 1, 2024 | ||
/s/ Quentin Blackford Quentin Blackford | Director | March 1, 2024 | ||
/s/ Alf Grunwald Alf Grunwald | Director | March 1, 2024 | ||
/s/ B. Kristine Johnson B. Kristine Johnson | Director | March 1, 2024 | ||
/s/ Stephen Oesterle, M.D. Stephen Oesterle, M.D. | Director | March 1, 2024 | ||
/s/ Meghan M. Scanlon Meghan M. Scanlon | Director | March 1, 2024 | ||
/s/ Thomas Schnettler Thomas Schnettler | Director | March 1, 2024 | ||
/s/ Kristina Wright Kristina Wright | Director | March 1, 2024 | ||
