As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XPERI INC.
(Exact name of registrant as specified in its charter)
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Delaware |
| 83-4470363 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
2190 Gold Street
San Jose, California 95002
(408) 519-9100
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Xperi Inc. 2022 Equity Incentive Plan
(Full title of the plan)
Becky Marquez
Chief Legal Officer
Xperi Inc.
2190 Gold Street
San Jose, California 95002
(408) 519-9100
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jenna B. Cooper, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 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:
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Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
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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 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,310,539 shares of common stock, par value $0.001 per share (the “Common Stock”), of Xperi Inc. (the “Registrant”), issuable under the following employee benefit plan for which registration statements of the Registrant on Form S-8 (File Nos. 333-267703 and 333-270722) are effective: the Xperi Inc. 2022 Equity Incentive Plan.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements 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.
Exhibit No. | Description |
4.1 | |
4.2 | |
4.3 | |
5.1* | |
23.1* | |
23.2* | |
23.3* | |
24.1* | |
99.1 | |
107.1* |
* Filed herewith.
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 San Jose, State of California, on this 27th day of February, 2025.
Xperi Inc.
By:/s/ Robert Andersen
Robert Andersen
Chief Financial Officer
SIGNATURES AND POWER OF ATTORNEY
BE IT KNOWN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint Jon Kirchner and Robert Andersen as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, 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 to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.
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 held on the dates indicated.
Signature |
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/s/ Jon Kirchner |
| Chief Executive Officer and Director | February 27, 2025 |
Jon Kirchner |
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/s/ Robert Andersen |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 27, 2025 |
Robert Andersen |
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/s/ Dave Habiger |
| Chairman of the Board of Directors | February 27, 2025 |
Dave Habiger |
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/s/ Christopher A. Seams |
| Director | February 27, 2025 |
Christopher A. Seams |
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/s/ Darcy Antonellis |
| Director | February 27, 2025 |
Darcy Antonellis |
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/s/ Laura Durr |
| Director | February 27, 2025 |
Laura Durr |
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/s/ Jeremi T. Gorman |
| Director | February 27, 2025 |
Jeremi T. Gorman |
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/s/ Roderick K. Randall |
| Director | February 27, 2025 |
Roderick K. Randall |
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