908 Devices Inc. (Form: S-8, Received: 03/11/2022 16:07:38)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on March 11, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

908 DEVICES INC.

(Exact name of registrant as specified in its charter)

Delaware

45-4524096

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

645 Summer Street

Boston, MA 02210
(857) 254-1500

(Address of Principal Executive Offices)

908 Devices Inc. 2020 Stock Option and Incentive Plan

908 Devices Inc. 2020 Employee Stock Purchase Plan

(Full Title of the Plans)

Kevin J. Knopp

Chief Executive Officer

645 Summer Street

Boston, MA 02210

(857) 254-1500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark J. Macenka
Michael J. Minahan
Goodwin Procter LLP
100 Northern Ave.
Boston, MA 02210
(617) 570-1000

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.

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 registers (i) an additional 1,243,080 shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), to be issued under the Registrant’s 2020 Stock Option and Incentive Plan (the “2020 Plan”) and (ii) an additional 307,295 shares of the Common Stock to be issued under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”). The number of shares of Common Stock reserved and available for issuance under the 2020 Plan is subject to an automatic annual increase on each January 1, beginning in 2022, by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (ii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2020 Plan). Shares available for issuance under the 2020 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on December 28, 2020 (Registration No. 333-251755) (the “Registration Statement”). The number of shares of Common Stock reserved and available for issuance under the 2020 ESPP is subject to an automatic annual increase on each January 1, beginning in 2022, by an amount equal to the lesser of: (i) 307,295 shares of Common Stock, (ii) one percent (1%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2020 ESPP). Shares available for issuance under the 2020 ESPP were previously registered on the Registration Statement. The information contained in the Registration Statement related to the 2020 Plan and the 2020 ESPP is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description

4.1		Sixth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250954) filed with the SEC on November 25, 2020).

4.2		Amended and Restated By-laws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250954) filed with the SEC on December 14, 2020).

5.1*		Opinion of Goodwin Procter LLP.

23.1*		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

23.2*		Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page to this registration statement).

99.1		2020 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250954) filed with the SEC on December 14, 2020).

99.2		2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250954) filed with the SEC on December 14, 2020).

107.1*		Filing Fee Table

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Boston, State of Massachusetts, on the 11th day of March, 2022.

	908 DEVICES INC.

	By:	/s/ Kevin J. Knopp, Ph.D.
		Kevin J. Knopp, Ph.D.
		Chief Executive Officer and Director

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Kevin J. Knopp, Ph.D., who may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents 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 on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.


Name	Title	Date

/s/ Kevin J. Knopp, Ph.D. Kevin J. Knopp, Ph.D.	Chief Executive Officer and Director (Principal Executive Officer)	March 11, 2022

/s/ Joseph H. Griffith IV Joseph H. Griffith IV	Chief Financial Officer (Principal Financial and Accounting Officer)	March 11, 2022

/s/ Nicholas Barthelemy Nicholas Barthelemy	Director	March 11, 2022

/s/ Keith L. Crandell Keith L. Crandell	Director	March 11, 2022

/s/ Marcia Eisenberg, Ph.D. Marcia Eisenberg, Ph.D.	Director	March 11, 2022

/s/ Fenel M. Eloi Fenel M. Eloi	Director	March 11, 2022

/s/ Jeffrey P. George	Director	March 11, 2022
Jeffrey P. George

/s/ Tony J. Hunt Tony J. Hunt	Director	March 11, 2022

/s/ E. Kevin Hrusovksy E. Kevin Hrusovksy	Director	March 11, 2022

/s/ Mark Spoto Mark Spoto	Director	March 11, 2022

Exhibit 5.1

March 11, 2022

908 Devices Inc.

645 Summer Street

Boston, MA 02210

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,550,375 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”), of 908 Devices Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2020 Stock Option and Incentive Plan (the “2020 Plan”) and 2020 Employee Stock Purchase Plan (the “ESPP” and together with the 2020 Plan, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

	Very truly yours,

	/s/ Goodwin Procter LLP
	GOODWIN PROCTER LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of 908 Devices Inc. of our report dated March 11, 2022 relating to the financial statements, which appears in 908 Devices Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 11, 2022

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

908 Devices Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 - Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price per Share(2)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	2020 Stock Option and Incentive Plan Common Stock, $0.001 par value per share	Rule 457(c) and Rule 457(h)	1,243,080 shares(3)	$	16.23	$	20,175,188.40	$	0.0000927	$	1,870.24
Equity	2020 Employee Stock Purchase Plan Common Stock, $0.001 par value per share	Rule 457(c) and Rule 457(h)	307,295 shares(4)	$	13.79	$	4,237,598.05	$	0.0000927	$	392.83
Total Offering Amounts						$	24,412,786.45			$	2,263.07
Total Fee Offsets										$	0
Net Fee Due										$	2,263.07

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.001 par value per share (the “Common Stock”), which become issuable under the 908 Devices Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) and the 908 Devices Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, as amended. The price per share and aggregate offering price are calculated on the basis of (i) $16.23, the average of the high and low price of the Common Stock as reported on the Nasdaq Global Market on March 7, 2022 (which date is within 5 business days of the filing date hereof) for the shares reserved for future issuance under the 2020 Plan and (ii) $13.79, the average of the high and the low price of the Common Stock as reported on the Nasdaq Global Market on March 7, 2022 multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2020 ESPP, for shares reserved for future issuance under the 2020 ESPP .

(3)	Represents an automatic increase to the number of shares available for issuance under the 2020 Plan, in accordance with the automatic annual increase provision of the 2020 Plan. Pursuant to the provision contained in the 2020 Plan, the number of shares of Common Stock reserved and available for issuance under the 2020 Plan is subject to an automatic annual increase on each January 1, beginning in 2022, by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (ii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2020 Plan). Shares available for issuance under the 2020 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on December 28, 2020 (Registration No. 333-251755).

(4)	Represents an automatic increase to the number of shares available for issuance under the 2020 ESPP, in accordance with the automatic annual increase provision of the 2020 ESPP. Pursuant to the provision contained in the 2020 ESPP, the number of shares of Common Stock reserved and available for issuance under the 2020 ESPP is subject to an automatic annual increase on each January 1, beginning in 2022, by an amount equal to the lesser of: (i) 307,295 shares of Common Stock, (ii) one percent (1%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2020 ESPP). Shares available for issuance under the 2020 ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on December 28, 2020 (Registration No. 333-251755).