As filed with the Securities and Exchange Commission on October 7, 2020
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
nCino, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 7372 | 46-4353148 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
6770 Parker Farm Drive
Wilmington, North Carolina 28405
(888) 676-2466
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Pierre Naudé
President and Chief Executive Officer
nCino, Inc.
6770 Parker Farm Drive
Wilmington, North Carolina 28405
(888) 676-2466
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Martin Wellington Robert A. Ryan Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 (212) 839-5300 | Paul D. Tropp Michael S. Pilo Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-9000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-249322
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 checkmark if the registrant has not elected 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
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TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED | AMOUNT TO BE | PROPOSED MAXIMUM OFFERING PRICE PER SHARE (2) | PROPOSED OFFERING PRICE | AMOUNT OF REGISTRATION FEE (3) | ||||
Common stock, $0.0005 par value per share | 1,387,985 | $72.00 | $99,934,920 | $10,903 | ||||
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| (1) | The Registrant is registering 1,387,985 shares of common stock pursuant to this Registration Statement, which includes 181,041 shares which the underwriters have the option to purchase. Does not include shares of common stock that the Registrant previously registered on Registration Statement on Form S-1 (File No. 333-249322), as amended (the “Registration Statement”). |
| (2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (3) | The Registrant previously registered 6,325,000 shares of its common stock on the Registration Statement, which was declared effective by the Securities and Exchange Commission on October 7, 2020, for which the registrant previously paid a filing fee of $54,515. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having the proposed maximum aggregate offering price of $72.00 is hereby registered. |
This registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), nCino, Inc. (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-249322) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on October 5, 2020, and which the Commission declared effective on October 7, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.0005 per share, offered by the selling stockholders of the Registrant by 1,206,944 shares, 181,041 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference herein.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| Exhibit number | Description | |
| 5.1* | Opinion of Sidley Austin LLP | |
| 23.1* | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
| 23.2* | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
| 24.1† | Power of Attorney | |
| * | Filed herewith. |
| † | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-249322). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wilmington, North Carolina, on the 7th day of October, 2020.
| nCino, Inc. | ||
| By: | /s/ Pierre Naudé | |
| Pierre Naudé | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | ||
/s/ Pierre Naudé Pierre Naudé | President and Chief Executive Officer; Director (Principal Executive Officer) | October 7, 2020 | ||
/s/ David Rudow David Rudow | Chief Financial Officer and Treasurer (Principal Financial Officer) | October 7, 2020 | ||
/s/ Jeanette Sellers Jeanette Sellers | Vice President of Accounting (Principal Accounting Officer) | October 7, 2020 | ||
* Steven Collins | Director | October 7, 2020 | ||
* Jon Doyle | Director | October 7, 2020 | ||
* Jeffrey Horing | Director | October 7, 2020 | ||
* Pam Kilday | Director | October 7, 2020 | ||
* Spencer Lake | Director | October 7, 2020 | ||
* Jeffrey Lunsford | Director | October 7, 2020 | ||
* William Ruh | Director | October 7, 2020 | ||
| *By: | /s/ Pierre Naudé | |
Pierre Naudé Attorney-in-Fact |
