As filed with the United States Securities and Exchange Commission on February 15, 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
OSCAR HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 46-1315570 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
75 Varick Street, 5th Floor
New York, New York 10013
(646) 403-3677
(Address, including zip code, of principal executive offices)
OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN
(Full title of the plan)
Ranmali Bopitiya, Esq.
Chief Legal Officer
Oscar Health, Inc.
75 Varick Street, 5th Floor
New York, New York 10013
(646) 403-3677
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Keith L. Halverstam, Esq.
Peter N. Handrinos, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
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 | ☐ | |||
| 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 on Form S-8 is being filed by Oscar Health, Inc. (the “Company”) for the purpose of registering (i) an additional 5,144,299 shares of Class A common stock, par value $0.00001 per share (“Class A Common Stock”), that were automatically added on January 1, 2024 to the number of shares authorized for issuance under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder; (ii) an additional 1,758,208 shares of Class A Common Stock that were issuable upon the exercise of stock option awards granted under the Company’s Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the 2021 Plan pursuant to the terms of the 2021 Plan; (iii) an additional 3,952,507 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under the 2021 Plan, but that were canceled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms; and (iv) an additional 2,000,000 shares of Class A Common Stock that may become issuable in the future under the 2021 Plan. The additional shares registered pursuant to the 2021 Plan are of the same class as other securities relating to the 2021 Plan for which Registration Statements on Form S-8 (Nos. 333-253817, 333-263057, 333-266835, 333-269979 and 333-270890) are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| * | Filed herewith. |
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 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 New York, State of New York, on February 15, 2024.
| OSCAR HEALTH, INC. | ||
| By: | /s/ Mark T. Bertolini | |
| Mark T. Bertolini | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Oscar Health, Inc., hereby severally constitute and appoint Mark T. Bertolini, R. Scott Blackley and Ranmali Bopitiya, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all 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 or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his 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.
Signature | Title | Date | ||
/s/ Mark T. Bertolini | Chief Executive Officer and Director | February 15, 2024 | ||
| Mark T. Bertolini | (Principal Executive Officer) | |||
/s/ R. Scott Blackley | Chief Financial Officer (Principal Financial Officer) | February 15, 2024 | ||
| R. Scott Blackley | ||||
/s/ Victoria Baltrus | Chief Accounting Officer | February 15, 2024 | ||
| Victoria Baltrus | (Principal Accounting Officer) | |||
/s/ Jeffery H. Boyd | Director | February 15, 2024 | ||
| Jeffery H. Boyd | ||||
/s/ William Gassen, III | Director | February 15, 2024 | ||
| William Gassen, III | ||||
/s/ Joshua Kushner | Director | February 15, 2024 | ||
| Joshua Kushner | ||||
/s/ Laura Lang | Director | February 15, 2024 | ||
| Laura Lang | ||||
/s/ David Plouffe | Director | February 15, 2024 | ||
| David Plouffe | ||||
/s/ Elbert O. Robinson, Jr. | Director | February 15, 2024 | ||
| Elbert O. Robinson, Jr. | ||||
/s/ Siddhartha Sankaran | Director | February 15, 2024 | ||
| Siddhartha Sankaran | ||||
/s/ Mario Schlosser | Director | February 15, 2024 | ||
| Mario Schlosser | ||||
/s/ Vanessa A. Wittman | Director | February 15, 2024 | ||
| Vanessa A. Wittman | ||||
