Oscar Health, Inc. (Form: S-8, Received: 02/25/2022 18:05:01)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the United States Securities and Exchange Commission on February 25, 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

OSCAR HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		46-1315570
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

75 Varick Street, 5^th Floor New York, New York		10013
(Address, including zip code, of principal executive offices)		(646) 403-3677

OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN

OSCAR HEALTH, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plans)

Ranmali Bopitiya, Esq.

Chief Legal Officer

Oscar Health, Inc.

75 Varick Street, 5^th Floor

New York, New York 10013

(646) 403-3677

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

Copies to:

Keith L. Halverstam, Esq.

Peter N. Handrinos, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(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.

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

Oscar Health, Inc. (the “Company”) has registered an aggregate of 22,060,987 shares, issuable as either Class A common stock, par value $0.00001 per share (“Class A Common Stock”) or Class B common stock, par value $0.00001 per share (“Class B Common Stock”), for issuance under the Company’s 2021 Incentive Award Plan (the “2021 Incentive Plan”), and an aggregate of 4,098,686 shares of Class A Common Stock for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) pursuant to a Registration Statement on Form S-8 (No. 333-253817) filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2021 (the “Prior Registration Statement”).

The Company is filing this Registration Statement on Form S-8 to register (i) 3,056,643 shares, issuable as either Class A Common Stock or Class B Common Stock, that were automatically added on January 1, 2022 to the number of shares authorized for issuance under the 2021 Incentive Plan pursuant to the “evergreen” provision, which allows for an annual increase in the number of shares of Class A Common Stock and Class B Common Stock authorized for issuance thereunder, (ii) 3,152,754 shares of Class A Common Stock that were issuable upon the exercise of outstanding stock awards granted under the 2012 Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options and added to the 2021 Incentive Plan, (iii) 653,558 shares of Class A Common Stock that were issuable upon the vesting of restricted stock unit awards granted under the 2021 Incentive Plan that were canceled or forfeited and returned to the 2021 Incentive Plan, (iv) 2,000,000 shares of Class A Common Stock that may become issuable upon the vesting of restricted stock unit awards granted under the 2021 Incentive Plan but that are canceled or forfeited, and returned to the 2021 Incentive Plan, in the future, (v) 90,250 shares, issuable as either Class A Common Stock or Class B Common Stock, that were authorized for issuance under the 2021 Incentive Plan and not included in the Prior Registration Statement, (vi) 2,103,280 shares of Class A Common Stock that were automatically added on January 1, 2022 to the number of shares authorized for issuance under the 2021 ESPP on January 1, 2022 pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of Class A Common Stock authorized for issuance thereunder, and (vii) 18,050 shares of Class A Common Stock that were authorized for issuance under the 2021 ESPP and not included in the Prior Registration Statement. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The contents of the Registration Statement on Form S-8 (File No. 333-253817), filed with the Securities and Exchange Commission, relating to the 2021 Incentive Plan and the 2021 ESPP, are incorporated herein by reference.

Item 8.

Exhibits.


Exhibit Number		Description of Exhibit

4.1		Amended and Restated Certificate of Incorporation of Oscar Health, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on March 8, 2021)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe it meets all 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 New York, State of New York, on February 25, 2022.


OSCAR HEALTH, INC.

By:		/s/ Mario Schlosser
		Mario Schlosser
		Chief Executive Officer
		(Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Oscar Health, Inc., hereby severally constitute and appoint Mario Schlosser and R. Scott Blackley, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all 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 or necessary to be done in and about the premises, as full 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 any of them, or their or his 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 by the following persons in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Mario Schlosser	Chief Executive Officer and Director	February 25, 2022
Mario Schlosser	(Principal Executive Officer)

/s/ R. Scott Blackley	Chief Financial Officer (Principal Financial Officer)	February 25, 2022
R. Scott Blackley	Chief Financial Officer (Principal Financial Officer)

/s/ Victoria Baltrus	Chief Accounting Officer	February 25, 2022
Victoria Baltrus	(Principal Accounting Officer)


/s/ Jeffery H. Boyd	Director	February 25, 2022
Jeffery H. Boyd

/s/ Joshua Kushner	Director	February 25, 2022
Joshua Kushner

/s/ Teri List	Director	February 25, 2022
Teri List

/s/ Charles E. Phillips, Jr.	Director	February 25, 2022
Charles E. Phillips, Jr.

/s/ David Plouffe	Director	February 25, 2022
David Plouffe

/s/ Joel Cutler	Director	February 25, 2022
Joel Cutler

/s/ Siddhartha Sankaran	Director	February 25, 2022
Siddhartha Sankaran

/s/ Elbert O. Robinson, Jr.	Director	February 25, 2022
Elbert O. Robinson, Jr.

/s/ Vanessa A. Wittman	Director	February 25, 2022
Vanessa A. Wittman

Exhibit 5.1


	1271 Avenue of the Americas
	New York, New York 10020-1401
	Tel: +1.212.906.1200 Fax: +1.212.751.4864
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Moscow
February 25, 2022	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Shanghai
	Hong Kong	Silicon Valley
	Houston	Singapore
Oscar Health, Inc.	London	Tel Aviv
75 Varick Street, 5th Floor	Los Angeles	Tokyo
New York, New York 10013	Madrid	Washington, D.C.
	Milan

Re:

Registration Statement on Form S-8; 11,074,535

shares of Class A Common Stock, par value

$0.00001 per share and 3,146,893 shares of Class B Common Stock, par value

$0.00001 per share, of Oscar Health, Inc.

To the addressees set forth above:

We have acted as special counsel to Oscar Health, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 11,074,535 shares of its Class A common stock, $0.00001 par value per share (“Class A common stock”) and 3,146,893 shares of its Class B common stock, $0.00001 par value per share (the “Class B common stock” and, together with the Class A common stock, the “Shares”), issuable under the Oscar Health, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and the Oscar Health, Inc. Employee Stock Purchase Plan (the “ESPP”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2022 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2021 Plan and the ESPP, assuming in each case that the individual grants or

February 25, 2022

Page 2

LOGO

awards under the 2021 Plan and the ESPP are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan and the ESPP (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. 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 or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins 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 Oscar Health, Inc. of our report dated February 25, 2022 relating to the financial statements and financial statement schedule, which appears in Oscar Health, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 25, 2022

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated December 16, 2020, except for the effects of the reverse stock split described in Note 1, as to which the date is February 25, 2022, with respect to the consolidated financial statements for the year ended December 31, 2019 included in the Annual Report of Oscar Health, Inc. on Form 10-K for the year ended December 31, 2021, which are incorporated by reference into this Registration Statement. We consent to the incorporation by reference of aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Hartford, Connecticut

February 25, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Oscar Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Plan

Security Type

Security

Class

Title

Fee
Calculation
Rule

Amount

to be

Registered (1)

Proposed

Maximum

Offering
Price Per

Unit (2)

Maximum

Aggregate

Offering Price

Fee

Rate

Amount of

Registration
Fee

2021 Incentive Plan

Equity

Class A common stock,
$0.00001 par value per
share

457(c)

8,953,205 (3)

$6.50

$58,195,832.50

$92.70 per
$1,000,000

$5,394.75

2021 Incentive Plan

Equity

Class B common stock,
$0.00001 par value per
share

457(c)

3,146,893 (3)

$6.50

$20,454,804.50

$92.70 per
$1,000,000

$1,896.16

2021 Employee Stock Purchase Plan

Equity

Class A common stock,
$0.00001 par value per
share

457(c)

2,121,330 (3)

$6.50

$13,788,645.00

$92.70 per
$1,000,000

$1,278.21

Total Offering Amounts

$92,439,282.00

$8,569.12

Total Fee Offsets

Net Fee Due

$8,569.12

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover (i) any additional shares of Class A common stock, par value $0.00001 per share (“Class A Common Stock”) of Oscar Health, Inc. (the ”Company”) that become issuable under the Company’s 2021 Incentive Award Plan (the “2021 Incentive Plan”) and the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and (ii) any additional shares of Class B Common Stock, par value $0.00001 per share (the “Class B Common Stock”) of the Company that become issuable under the 2021 Incentive Plan, in any case, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock or Class B Common Stock.

(2)

For purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the Proposed Maximum Offering Price Per Share with respect to the 2021 Incentive Plan and the 2021 ESPP is based upon the average of the high and low prices of the shares of Class A Common Stock, as reported on the New York Stock Exchange on February 24, 2022, which date is within five business days prior to the filing of this Registration Statement.

(3)

Represents (i) 3,056,643 shares, which may be issued as either Class A Common Stock or Class B Common Stock, that were automatically added to the number of shares authorized for issuance under the 2021 Incentive Plan on January 1, 2022 pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of Class A Common Stock and Class B Common Stock authorized for issuance thereunder, (ii) 3,152,754 shares of Class A Common Stock that were issuable upon the exercise of outstanding stock awards granted under the Company’s Amended and Restated 2012 Stock Incentive Plan (the “2012 Plan”) that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options and added to the 2021 Incentive Plan, (iii) 653,558 shares of Class A Common Stock that were issuable upon the vesting of restricted stock unit awards granted under the 2021 Incentive Plan that were canceled or forfeited and returned to the 2021 Incentive Plan, (iv) 2,000,000 shares of Class A Common Stock that may become issuable upon the vesting of restricted stock unit awards granted under the 2021 Incentive Plan, but that are canceled or forfeited, and returned to the 2021 Incentive Plan, in the future, (v) 90,250 shares, issuable as either Class A Common Stock or Class B Common Stock, that were authorized for issuance under the 2021 Incentive Plan and not included in the Registration Statement on Form S-8 (No. 333-253817) filed with the Securities and Exchange Commission (the “Prior Registration Statement”), (vi) 2,103,280 shares of Class A Common Stock that were automatically added to the number of shares authorized for issuance under the 2021 ESPP on January 1, 2022 pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of Class A Common Stock authorized for issuance thereunder, and (vii) 18,050 shares of Class A Common Stock that were authorized for issuance under the 2021 ESPP and not included in the Prior Registration Statement.


4.2		Amended and Restated Bylaws of Oscar Health, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on March 8, 2021)

5.1*		Opinion of Latham & Watkins LLP

23.1*		Consent of PricewaterhouseCoopers LLP as to Oscar Health, Inc.

23.2*		Consent of Grant Thornton LLP as to Oscar Health, Inc.

23.3*		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

24.1*		Power of Attorney (included on the signature page of the Registration Statement)

99.1		Oscar Health, Inc. 2021 Incentive Award Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-253817) filed on March 3, 2021)

99.2		Oscar Health, Inc. 2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-253817) filed on March 3, 2021)

107*		Filing Fee Table