As filed with the United States Securities and Exchange Commission on February 23, 2023
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 | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
75 Varick Street, 5th Floor
New York, New York 10013
(646) 403-3677
(Address, including zip code, of principal executive offices)
OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN
(Full title of the plan)
Ranmali Bopitiya, Esq.
Chief Legal Officer
Oscar Health, Inc.
75 Varick Street, 5th 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
1271 Avenue of the Americas
New York, New York 10020
(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.
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 Oscar Health, Inc. (the Company) for the purpose of registering (i) an additional 9,190,045 shares of Class A common stock, par value $0.00001 per share (Class A Common Stock), that were automatically added on January 1, 2023 to the number of shares authorized for issuance under the Companys 2021 Incentive Award Plan (the 2021 Plan) pursuant to an evergreen provision, which allows for an annual increase in the number of shares of the Companys common stock authorized for issuance thereunder; (ii) an additional 1,549,626 shares of Class A Common Stock that were issuable upon the exercise of stock option awards granted under the Companys Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the 2021 Plan pursuant to the terms of the 2021 Plan; (iii) an additional 52,950 shares of Class A Common Stock that would have been issuable upon the vesting of performance stock unit awards granted under the 2021 Plan, but that were canceled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms; and (iv) an additional 7,000,000 shares of Class A Common Stock that may become issuable in the future under the 2021 Plan. The additional shares registered pursuant to the 2021 Plan are of the same class as other securities relating to the 2021 Plan for which Registration Statements on Form S-8 (Nos. 333-253817, 333-263057 and 333-266835) are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
* | Filed herewith. |
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 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 23, 2023.
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 Mario Schlosser |
Chief Executive Officer and Director (Principal Executive Officer) |
February 23, 2023 | ||
/s/ Siddhartha Sankaran Siddhartha Sankaran |
Interim Chief Financial Officer and Director (Principal Financial Officer) |
February 23, 2023 | ||
/s/ Victoria Baltrus Victoria Baltrus |
Chief Accounting Officer (Principal Accounting Officer) |
February 23, 2023 | ||
/s/ Jeffery H. Boyd Jeffery H. Boyd |
Director | February 23, 2023 |
/s/ William Gassen, III William Gassen, III |
Director | February 23, 2023 | ||
/s/ Joshua Kushner Joshua Kushner |
Director | February 23, 2023 | ||
/s/ Laura Lang Laura Lang |
Director | February 23, 2023 | ||
/s/ David Plouffe David Plouffe |
Director | February 23, 2023 | ||
/s/ Elbert O. Robinson, Jr. Elbert O. Robinson, Jr. |
Director | February 23, 2023 | ||
/s/ Vanessa A. Wittman Vanessa A. Wittman |
Director | February 23, 2023 |
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
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FIRM / AFFILIATE OFFICES | |||
Austin |
Milan | |||
Beijing |
Munich | |||
Boston |
New York | |||
Brussels |
Orange County | |||
Century City |
Paris | |||
Chicago |
Riyadh | |||
February 23, 2023 | Dubai |
San Diego | ||
Düsseldorf |
San Francisco | |||
Frankfurt |
Seoul | |||
Hamburg |
Shanghai | |||
Hong Kong |
Silicon Valley | |||
Houston |
Singapore | |||
London |
Tel Aviv | |||
Los Angeles |
Tokyo | |||
Madrid |
Washington, D.C. |
Oscar Health, Inc.
75 Varick Street, 5th Floor
New York, New York 10013
Re: Registration Statement on Form S-8; 17,792,621 shares of Class A 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 17,792,621 shares (the Shares) of Class A common stock, par value $0.00001 per share (the Class A Common Stock), of the Company issuable under the Companys 2021 Incentive Award Plan (the 2021 Plan). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the Securities Act), filed with the Securities and Exchange Commission (the Commission) on February 23, 2023 (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, assuming in each case that the individual grants or awards under the 2021 Plan 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 agreements
February 23, 2023
Page 2
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 23, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Oscar Health Inc.s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 23, 2023
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Oscar Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration | |||||||||
2021 Incentive Award Plan |
Equity | Class A common stock, $0.00001 par value per share | Rule 457(c) and Rule 457(h) | 17,792,621 (2) | $5.21 (3) | $92,610,592.31 | $110.20 per $1,000,000 | $10,205.69 | ||||||||
Total Offering Amounts | $92,610,592.31 | $10,205.69 | ||||||||||||||
Total Fee Offsets (4) | $ | |||||||||||||||
Net Fee Due | $10,205.69 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover 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 Companys 2021 Incentive Award Plan (the 2021 Plan) 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. |
(2) | Represents (i) 9,190,045 shares of Class A Common Stock that were automatically added on January 1, 2023 to the number of shares authorized for issuance under the 2021 Plan pursuant to an evergreen provision, which allows for an annual increase in the number of shares of the Companys common stock authorized for issuance thereunder; (ii) 1,549,626 shares of Class A Common Stock that were issuable upon the exercise of stock option awards granted under the Companys Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the 2021 Plan pursuant to the terms of the 2021 Plan; (iii) 52,950 shares of Class A Common Stock that would have been issuable upon the vesting of performance stock unit awards granted under the 2021 Plan, but that were canceled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms; and (iv) 7,000,000 shares of Class A Common Stock that may become issuable in the future under the 2021 Plan. |
(3) | For purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the Proposed Maximum Offering Price Per Share 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 23, 2023, which date is within five business days prior to the filing of this Registration Statement. |
(4) | The Registrant does not have any fee offsets. |