As filed with the United States Securities and Exchange Commission on March 28, 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 incorporation or organization) |
(I.R.S. Employer 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. 2022 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN
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 13,320,000 shares of Class A common stock, par value $0.00001 per share (Class A Common Stock), issuable under the Companys 2022 Employment Inducement Incentive Award Plan, as amended (the Inducement Plan), and (ii) an additional 2,114,926 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under the Companys 2021 Incentive Award Plan (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. The additional shares registered pursuant to the Inducement Plan or the 2021 Plan, as applicable, are of the same class as other securities relating to the Inducement Plan or the 2021 Plan, as applicable, for which Registration Statements on Form S-8 (Nos. 333-253817, 333-263057, 333-264205, 333-266835 and 333-269979) are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement 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 March 28, 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) |
March 28, 2023 | ||
/s/ Siddhartha Sankaran Siddhartha Sankaran |
Interim Chief Financial Officer and Director (Principal Financial Officer) |
March 28, 2023 | ||
/s/ Victoria Baltrus Victoria Baltrus |
Chief Accounting Officer (Principal Accounting Officer) |
March 28, 2023 | ||
/s/ Jeffery H. Boyd Jeffery H. Boyd |
Director | March 28, 2023 |
/s/ William Gassen, III William Gassen, III |
Director | March 28, 2023 | ||
/s/ Joshua Kushner Joshua Kushner |
Director | March 28, 2023 | ||
/s/ Laura Lang Laura Lang |
Director | March 28, 2023 | ||
/s/ David Plouffe David Plouffe |
Director | March 28, 2023 | ||
/s/ Elbert O. Robinson, Jr. Elbert O. Robinson, Jr. |
Director | March 28, 2023 | ||
/s/ Vanessa A. Wittman Vanessa A. Wittman |
Director | March 28, 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 | |||
March 28, 2023 | Dubai | San Diego | ||
Düsseldorf | San Francisco | |||
Frankfurt | Seoul | |||
Hamburg | Shanghai | |||
Hong Kong | Silicon Valley | |||
Houston | Singapore | |||
London | Tel Aviv | |||
Oscar Health, Inc. | Los Angeles | Tokyo | ||
75 Varick Street, 5th Floor | Madrid | Washington, D.C. |
New York, New York 10013
Re: | Registration Statement on Form S-8; 15,434,926 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 15,434,926 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 2022 Employment Inducement Incentive Award Plan (the Inducement Plan) or the Companys 2021 Incentive Award Plan (the 2021 Plan), as applicable. 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 March 28, 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 DGCL), 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 Inducement Plan or the 2021 Plan, as applicable, assuming in each case that the individual grants or awards under the Inducement Plan or the 2021 Plan, as applicable, are
March 28, 2023
Page 2
duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Inducement Plan or the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), as applicable, 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
March 28, 2023
Exhibit 99.2
FIRST AMENDMENT TO
OSCAR HEALTH, INC.
2022 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN
This First Amendment (this Amendment) to the Oscar Health, Inc. 2022 Employment Inducement Incentive Award Plan (the Plan), is adopted by the Compensation Committee (the Committee) of the Board of Directors (the Board) of Oscar Health, Inc., a Delaware corporation (the Company), effective as of March 27, 2023 (the Amendment Effective Date). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
A. | The Company currently maintains the Plan. |
B. | Pursuant to Article 3 and Section 10.4 of the Plan, the Committee (as the Administrator of the Plan) has the authority to amend the Plan at any time. |
C. | The Committee believes it is in the best interests of the Company and its stockholders to amend the Plan to increase the Overall Share Limit as set forth herein. |
AMENDMENT
The Plan is hereby amended as follows, effective as of the Amendment Effective Date, except as otherwise provided below:
1. | Section 11.25. Section 11.25 of the Plan is hereby deleted and replaced in its entirety with the following: |
Overall Share Limit means 18,320,000 Shares.
2. | This Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan. |
3. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
* * * * *
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 Title |
Fee Calculation Rule |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration | |||||||||
2022 Employment Inducement Incentive Award Plan | Equity | Class A common stock, $0.00001 par value per share | Rule 457(c) and Rule 457(h) | 13,320,000 (2) | $3.36 (4) | $44,788,500.00 | $110.20 per $1,000,000 | $4,935.69 | ||||||||
2021 Incentive Award Plan | Equity | Class A common stock, $0.00001 par value per share | Rule 457(c) and Rule 457(h) | 2,114,926 (3) | $3.36 (4) | $7,111,438.68 | $110.20 per $1,000,000 | $783.68 | ||||||||
Total Offering Amounts | $51,899,938.68 | $5,719.37 | ||||||||||||||
Total Fee Offsets (5) | $ | |||||||||||||||
Net Fee Due | $5,719.37 |
(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 2022 Employment Inducement Incentive Award Plan, as amended (the Inducement Plan), or 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 an additional 13,320,000 shares of Class A Common Stock that became available for issuance on March 27, 2023 under the Inducement Plan, pursuant to the terms of the Inducement Plan. |
(3) | Represents an additional 2,114,926 shares of Class A Common Stock that would have been issuable upon the vesting of restricted 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 . |
(4) | 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 March 24, 2023, which date is within five business days prior to the filing of this Registration Statement. |
(5) | The Registrant does not have any fee offsets. |