STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is filed by Aveanna Healthcare Holdings Inc. (the “Registrant”) for the purpose of registering additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (the “Plan”).
The number of shares of Common Stock available for issuance under the Plan is subject to an automatic annual increase on the first day of each calendar year during the term of the Plan equal to the lesser of (i) two percent (2%) of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Registrant’s Board of Directors, in its discretion (the “2021 Plan Evergreen Provision”). Pursuant to the 2021 Plan Evergreen Provision, the number of shares of Common Stock available for issuance under the Plan was increased by an aggregate of 7,471,828 shares pursuant to the increases on January 1, 2022 and 2023. This Registration Statement registers the additional shares available for issuance under the Plan as a result of the 2021 Plan Evergreen Provision.
Pursuant to Instruction E of Form S-8, the contents of the Registrant’s prior registration statement on Form S-8 registering shares of Common Stock under the Plan (File No. 333-257675) (the“Prior Registration Statement”) is hereby incorporated by reference herein, and the information required by Form S-8 is omitted, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
| | (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 16, 2023, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
| | (b) | our Definitive Proxy Statement on Schedule 14A filed in connection with our Annual Meeting of Stockholders to be held on May 10, 2023, filed with the SEC on March 31, 2023; |
| | (c) | our Quarterly Report on Form 10-Q for the quarter ended April 1, 2023, filed with the Commission on May 11, 2023; and |
| | (d) | The Registrant’s Registration Statement on Form 8-A filed with the Commission on April 26, 2021 (File No. 001-40362), in which there is described the terms, rights and provisions applicable to the shares of the Common Stock, including any amendment or report filed for the purpose of updating such description, including the description of the Common Stock filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 28, 2022. |
Additionally, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part of the Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of the Registration Statement.
