As filed with the Securities and Exchange Commission on April 11, 2017

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

 

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-4714474

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification Number)

 

4150 International Plaza, Suite 300

Fort Worth, Texas

  76109
(Address of principal executive offices)   (Zip code)

 

 

2014 Equity Incentive Plan

2016 Omnibus Incentive Plan

2016 Employee Stock Purchase Plan

(Full title of the plan)

Kenneth E. Rees

Chief Executive Officer

Elevate Credit, Inc.

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

(Name and address of agent for service)

(817) 928-1500

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Brandon C. Parris, Esq.

Sara L. Terheggen, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

(415) 268-7000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

 

Amount

to be
Registered (1)

  Proposed
maximum
offering price
per share 		 

Proposed
maximum
aggregate

offering price

  Amount of
registration fee

Common Stock, $0.0004 par value per share

               

— 2016 Omnibus Incentive Plan

  2,728,381 (2)   $7.54 (3)   $20,571,992.74   $2,384.29

— 2016 Omnibus Incentive Plan (options)

  111,177 (4)   $8.08 (5)   $898,310.16   $104.11

— 2016 Omnibus Incentive Plan (RSUs)

  446,095 (6)   $7.54 (3)   $3,363,556.30   $389.84

— 2016 Employee Stock Purchase Plan

  525,000(7)   $6.41 (8)   $3,364,725.00   $389.97

— 2014 Equity Incentive Plan (options)

  3,017,152 (9)   $4.44 (10)   $13,396,154.88   $1,552.61

TOTAL

  6,827,805       $41,594,739.08   $4,820.83

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under Elevate Credit, Inc. (the “Registrant”)’s 2014 Equity Incentive Plan (the “2014 Plan”), 2016 Omnibus Incentive Plan (the “2016 Plan”) and 2016 Employee Stock Purchase Plan (the “ESPP” and, together with the 2014 Plan and the 2016 Plan, the “Plans”), by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or certain other transactions that result in an increase in the number of the outstanding shares of the common stock.
(2) Represents shares of common stock reserved for future issuance under the 2016 Plan. To the extent that outstanding awards under the 2014 Plan or the 2016 Plan are forfeited or lapse or expire, the shares of common stock subject to such awards instead will be available for future issuance as common stock under the 2016 Plan.
(3) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on the average high and low offering prices of the common stock on The New York Stock Exchange on April 10, 2017.
(4) Represents shares of common stock reserved for issuance pursuant to stock option awards outstanding under the 2016 Plan as of the date of this Registration Statement. Any shares of common stock that are subject to stock option awards under the 2016 Plan that are forfeited or lapse or expire will be available for future issuance as common stock under the 2016 Plan.
(5) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $8.08 per share represents the weighted average of the exercise prices for outstanding stock options under the 2016 Plan as of the date of this Registration Statement.
(6) Represents shares of common stock reserved for issuance pursuant to restricted stock unit awards outstanding under the 2016 Plan as of the date of this Registration Statement. Any shares of common stock that are subject to restricted stock unit awards under the 2016 Plan that are forfeited or lapse or expire will be available for future issuance as common stock under the 2016 Plan.
(7) Represents shares of common stock reserved for future issuance under the ESPP.
(8) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on 85% of the average high and low offering prices of the common stock on The New York Stock Exchange on April 10, 2017. Pursuant to the ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.
(9) Represents shares of common stock reserved for issuance pursuant to stock option awards outstanding under the 2014 Plan as of the date of this Registration Statement. Any shares of common stock that are subject to stock option awards under the 2014 Plan that are forfeited or lapse or expire will be available for future issuance as common stock under the 2016 Plan.
(10) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $4.44 per share represents the weighted average of the exercise prices for outstanding stock options under the 2014 Plan as of the date of this Registration Statement.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to the persons participating in the Plans, as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

The following documents, which the Registrant has previously filed with the Commission, are hereby incorporated by reference into this registration statement.

 

  (1) The Registrant’s final prospectus, dated April 6, 2017, filed with the Commission pursuant to Rule 424(b), relating to the Registration Statement on Form S-1, as amended (File No. 333-207888), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and

 

  (2) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37680) filed with the Commission on January 19, 2016, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

In addition, all documents and reports subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

Item 4. Description of Securities.

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s amended and restated certificate of incorporation contains provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s amended and restated certificate of incorporation and bylaws provides that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its amended and restated certificate of incorporation and bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and intends to maintain insurance on behalf of each and any person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

 

  Item 7. Exemption from Registration Claimed.

Not applicable.

 

Item 8. Exhibits.

 

Exhibit
No.

  

Description

  4.1    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
  4.2    Form of Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
  5.1    Opinion of Morrison & Foerster LLP.

Exhibit
No.

  

Description

10.1    Elevate 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on November 9, 2015 (File No. 333-207888)).
10.2    Elevate Form Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on January 30, 2017 (File No. 333-207888)).
10.3    Elevate Form Stock Option Agreement with vesting acceleration for Kenneth E. Rees and Jason Harvison (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on November 9, 2015 (File No. 333-207888)).
10.4    Elevate 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s Registration Statement on Form S-1 filed on January 30, 2017 (File No. 333-207888)).
10.5    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Bonus Award (incorporated by reference to Exhibit 10.43 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.6    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.44 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.7    Form of Elevate 2016 Omnibus Incentive Plan Notice of Stock Option Award (incorporated by reference to Exhibit 10.45 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.8    Form of Elevate 2016 Omnibus Incentive Plan Notice of Stock Option Award (Section 16 Grantees) (incorporated by reference to Exhibit 10.46 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.9    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Bonus Award (Section 16 Grantees) (incorporated by reference to Exhibit 10.47 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.10    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Unit Award (Section 16 Grantees) (incorporated by reference to Exhibit 10.48 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.11    Form of Elevate 2016 Omnibus Incentive Plan 2016 Notice of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.74 to the Registrant’s Registration Statement on Form S-1 filed on January 30, 2017 (File No. 333-207888)).
10.12    Elevate 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).    

Exhibit
No.

  

Description

23.1    Consent of Grant Thornton LLP.
23.2    Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on signature page).

 

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Fort Worth, State of Texas, on the 11th day of April, 2017.

 

Elevate Credit, Inc.
By:  

/s/ Kenneth E. Rees

  Kenneth E. Rees
  Chief Executive Officer and Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kenneth E. Rees, Christopher Lutes and Sarah Fagin Cutrona, jointly and severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to the registration statement), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and confirming all that 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

  

Capacity

 

Date

/s/ Kenneth E. Rees

Kenneth E. Rees

  

Chief Executive Officer and Chairman (Principal Executive Officer)

 

April 11, 2017

 

/s/ Christopher Lutes

Christopher Lutes

  

Chief Financial Officer (Principal Financial Officer)

 

 

April 11, 2017

 

/s/ Chad Bradford

Chad Bradford

  

Chief Accounting Officer (Principal Accounting Officer)

 

 

April 11, 2017

 

/s/ Jason Harvison

Jason Harvison

  

Chief Operating Officer and Director

 

 

April 11, 2017

 

/s/ John C. Dean

John C. Dean

  

Director

 

 

April 11, 2017

 

/s/ Stephen B. Galasso

Stephen B. Galasso

  

Director

 

 

April 11, 2017

 

/s/ Tyler Head

Tyler Head

  

Director

 

  April 11, 2017

/s/ John C. Rosenberg

John C. Rosenberg

  

Director

 

  April 11, 2017

/s/ Robert L. Johnson

Robert L. Johnson

  

Director

 

  April 11, 2017

/s/ Stephen J. Shaper

Stephen J. Shaper

  

Director

 

  April 11, 2017

/s/ Saundra D. Schrock

Saundra D. Schrock

  

Director

 

  April 11, 2017

EXHIBIT INDEX

 

Exhibit
No.

  

Description

  4.1    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
  4.2    Form of Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
  5.1    Opinion of Morrison & Foerster LLP.
10.1    Elevate 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on November 9, 2015 (File No. 333-207888)).
10.2    Elevate Form Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on January 30, 2017 (File No. 333-207888)).
10.3    Elevate Form Stock Option Agreement with vesting acceleration for Kenneth E. Rees and Jason Harvison (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on November 9, 2015 (File No. 333-207888)).
10.4    Elevate 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s Registration Statement on Form S-1 filed on January 30, 2017 (File No. 333-207888)).
10.5    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Bonus Award (incorporated by reference to Exhibit 10.43 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.6    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.44 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.7    Form of Elevate 2016 Omnibus Incentive Plan Notice of Stock Option Award (incorporated by reference to Exhibit 10.45 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.8    Form of Elevate 2016 Omnibus Incentive Plan Notice of Stock Option Award (Section 16 Grantees) (incorporated by reference to Exhibit 10.46 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.9    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Bonus Award (Section 16 Grantees) (incorporated by reference to Exhibit 10.47 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).

Exhibit
No.

  

Description

10.10    Form of Elevate 2016 Omnibus Incentive Plan Notice of Restricted Stock Unit Award (Section 16 Grantees) (incorporated by reference to Exhibit 10.48 to the Registrant’s Registration Statement on Form S-1 filed on December 31, 2015 (File No. 333-207888)).
10.11    Form of Elevate 2016 Omnibus Incentive Plan 2016 Notice of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.74 to the Registrant’s Registration Statement on Form S-1 filed on January 30, 2017 (File No. 333-207888)).
10.12    Elevate 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
23.1    Consent of Grant Thornton LLP.
23.2    Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on signature page).

Exhibit 5.1

 

LOGO  

425 MARKET STREET
SAN FRANCISCO
CALIFORNIA 94105-2482

 

TELEPHONE: 415.268.7000

FACSIMILE: 415.268.7522

 

WWW.MOFO.COM

  

MORRISON & FOERSTER LLP

 

BEIJING, BERLIN, BRUSSELS, DENVER,
HONG KONG, LONDON, LOS ANGELES,
NEW YORK, NORTHERN VIRGINIA,
PALO ALTO, SACRAMENTO, SAN DIEGO,
SAN FRANCISCO, SHANGHAI, SINGAPORE,
TOKYO, WASHINGTON, D.C.

April 11, 2017

Elevate Credit, Inc.

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to Elevate Credit, Inc., a Delaware corporation (the “ Company ”), in connection with its registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to (i) an aggregate of up to 3,285,653 shares of the Company’s common stock, $0.0004 par value per share (“ Common Stock ”), subject to issuance under the Company’s 2016 Omnibus Incentive Plan (the “ 2016 Plan ”); (ii) an aggregate of up to 3,017,152 shares of Common Stock subject to issuance under the Company’s 2014 Equity Incentive Plan (the “ 2014 Plan ”); and (iii) an aggregate of up to 525,000 shares of Common Stock subject to issuance under the Company’s 2016 Employee Stock Purchase Plan (the “ ESPP ” and, together with the 2016 Plan and the 2014 Plan, the “ Plans ”).

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion that:

 

1. The Shares will be duly and validly authorized and upon issuance, delivery and payment therefor in the manner contemplated by the terms of the Plans, will be validly issued, fully paid and nonassessable.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

LOGO

Elevate Credit, Inc.

April 11, 2017

Page Two

 

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Morrison & Foerster LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our report dated March 10, 2017, with respect to the consolidated financial statements of Elevate Credit, Inc. contained in the Prospectus, filed on April 6, 2017, relating to the Registration Statement on Form S-1 (File No. 333-207888), which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-8.

/s/ GRANT THORNTON LLP

Dallas, Texas

April 11, 2017