As filed with the Securities and Exchange Commission on August 8, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZEVIA PBC
(Exact name of registrant as specified in its charter)
| Delaware | 86-2862492 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
15821 Ventura Blvd., Suite 135
Encino, CA 91436
(Address of Principal Executive Offices, Zip Code)
Zevia PBC 2021 Equity Incentive Plan
(Full title of the plan)
Lorna R. Simms
Senior Vice President, General Counsel and Corporate Secretary
Zevia PBC
15821 Ventura Blvd., Suite 135
Encino, CA 91436
(855) 469-3842
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Krista P. Hanvey
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue, Suite 2100
Dallas, TX 75201-2923
(214) 698-3425
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 Zevia PBC (the “Registrant”) in order to register an additional 3,156,391 shares of its Class A common stock, par value $0.001 per share (the “Common Stock”), that may be issued under the Zevia PBC 2021 Equity Incentive Plan. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2021 (SEC File No. 333-258175) with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| * | Filed herewith. |
2
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 Encino, State of California, on August 8, 2023.
| Zevia PBC | ||
| By: | /s/ Amy E. Taylor | |
| Name: | Amy E. Taylor | |
| Title: | President and Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amy E. Taylor and Lorna R. Simms, and each of them, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with 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 and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their 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 below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Amy E. Taylor Amy E. Taylor | President and Chief Executive Officer, Director (Principal Executive Officer) | August 8, 2023 | ||
/s/ Denise D. Beckles Denise D. Beckles | Chief Financial Officer (Principal Financial Officer) | August 8, 2023 | ||
/s/ Hany Mikhail Hany Mikhail | Chief Accounting Officer (Principal Accounting Officer) | August 8, 2023 | ||
/s/ Padraic L. Spence Padraic L. Spence | Director | August 8, 2023 | ||
/s/ Jacqueline J. Hayes Jacqueline J. Hayes | Director | August 8, 2023 | ||
/s/ David J. Lee David J. Lee | Director | August 8, 2023 | ||
/s/ Philip H. O’Brien Philip H. O’Brien | Director | August 8, 2023 | ||
/s/ Rosemary L. Ripley Rosemary L. Ripley | Director | August 8, 2023 | ||
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/s/ Andrew Ruben Andrew Ruben | Director | August 8, 2023 | ||
/s/ Julie G. Ruehl Julie G. Ruehl | Director | August 8, 2023 | ||
/s/ Justin Shaw Justin Shaw | Director | August 8, 2023 | ||
