As filed with the Securities and Exchange Commission on February 27, 2024

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

EverQuote, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   26-3101161

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

210 Broadway

Cambridge, Massachusetts

   02139
(Address of Principal Executive Offices)   (Zip Code)

2018 Equity Incentive Plan

(Full title of the plan)

Jayme Mendal

President and Chief Executive Officer

EverQuote, Inc.

210 Broadway

Cambridge, Massachusetts 02139

(Name and address of agent for service)

(855) 522-3444

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

 

 

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. ☐

 

 

 

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2018 Equity Incentive Plan of EverQuote, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No.  333-225944, filed by the Registrant with the Securities and Exchange Commission on June 28, 2018, (ii) the Registration Statement on Form S-8, File No.  333-230800, filed by the Registrant with the Securities and Exchange Commission on April 10, 2019, (iii) the Registration Statement on Form S-8, File No.  333-236668, filed by the Registrant with the Securities and Exchange Commission on February 26, 2020, (iv) the Registration Statement on Form S-8, File No.  333-253707, filed by the Registrant with the Securities and Exchange Commission on March 1, 2021, (v) the Registration Statement on Form S-8, File No.  333-263032, filed by the Registrant with the Securities and Exchange Commission on February 25, 2022, and (vi) the Registration Statement on Form S-8, File No.  333-270043, filed by the Registrant with the Securities and Exchange Commission on February 27, 2023.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

               Incorporated by Reference

Exhibit

Number

    Exhibit Description    Form    File Number    Filing Date   

Exhibit

Number

 4.1    Restated Certificate of Incorporation of the Registrant    8-K    001-38549    July 2, 2018    3.1
 4.2    Amended and Restated Bylaws of the Registrant    8-K    001-38549    July 2, 2018    3.2
 5.1*    Opinion of Bryan Cave Leighton Paisner LLP            
23.1*    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm            
23.2*    Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1)            
24.1*    Power of Attorney (included on the signature pages of this registration statement)            
99.1    2018 Equity Incentive Plan    S-1/A    333-225379    June 27, 2018    10.7
107*    Filing Fee Table            

 

*

Filed herewith

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 Cambridge, Commonwealth of Massachusetts, on this 27th day of February, 2024.

 

EVERQUOTE, INC.
By:  

/s/ Jayme Mendal

  Jayme Mendal
  Chief Executive Officer and President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of EverQuote, Inc., hereby severally constitute and appoint Jayme Mendal, Joseph Sanborn, Jon Ayotte and Julia Brncic, and each of them singly (with full power to each of them to act alone), as 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 the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable EverQuote, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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.

 

Signature

   

Title

  

Date

/s/ Jayme Mendal

      Jayme Mendal

   

President and Chief Executive Officer and Director

(Principal Executive Officer)

   February 27, 2024

/s/ Joseph Sanborn

      Joseph Sanborn

   

Chief Financial Officer and Treasurer

(Principal Financial Officer)

   February 27, 2024

/s/ Jon Ayotte

      Jon Ayotte

   

Chief Accounting Officer

(Principal Accounting Officer)

   February 27, 2024

/s/ David Blundin

      David Blundin

    Chairman of the Board of Directors   February 27, 2024

/s/ Sanju Bansal

      Sanju Bansal

    Director   February 27, 2024

/s/ Paul Deninger

      Paul Deninger

    Director   February 27, 2024

/s/ George Neble

      George Neble

    Director   February 27, 2024

/s/ John Shields

      John Shields

    Director   February 27, 2024

/s/ Mira Wilczek

      Mira Wilczek

    Director   February 27, 2024

Exhibit 5.1

 

 

February 27, 2024

    LOGO

EverQuote, Inc.

210 Broadway

Cambridge, MA 02139

 

Re:

EverQuote, Inc.

 

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to EverQuote, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”), being filed by the Company on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,708,925 additional shares of Class A common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”).

In connection herewith, we have examined:

 

(1)

the Registration Statement;

 

(3)

the Plan;

 

(4)

the Restated Certificate of Incorporation of the Company; and

 

(5)

the Amended and Restated Bylaws of the Company.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the SEC’S) Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar form have been filed with the SEC on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.

EverQuote, Inc.

February 27, 2024

Page 2

    LOGO

 

In connection herewith, we have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance and upon issuance and delivery of the Shares upon payment therefor, in accordance with the terms of the Plan, and any relevant agreements thereunder, the Shares will be validly issued, fully paid and non-assessable.

In rendering the opinion stated herein, we have also assumed that: (a) if issued in physical form, the certificates evidencing the Shares will be signed by the authorized officers of the Company and registered by the transfer agent and registrar and will conform to the specimen certificate examined by us evidencing the Class A Common Stock or, if issued in book-entry form, an appropriate account statement evidencing the Shares credited to the recipient’s account maintained with the Company’s transfer agent has been issued by the Company’s transfer agent; (b) the issuance of the Shares will be properly recorded in the books and records of the Company; (c) each award agreement under which options, restricted stock, restricted stock units or other awards are granted pursuant to the Plan will be consistent with the Plan and will be duly authorized, executed and delivered by the parties thereto, and (d) the consideration received by the Company for each of the Shares delivered pursuant to the Plan shall not be less than the per share par value of the Shares.

This opinion is not rendered with respect to any laws other than the General Corporation Law of the State of Delaware. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws and we express no opinion as to such securities or “blue sky” laws or as to federal law, including the federal securities laws. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

This opinion is being delivered by us in connection with the filing of the Registration Statement with the SEC. We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such jurisdictions as you deem necessary in the course of complying with the laws of such jurisdictions regarding the offering and sale of the Shares. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ BRYAN CAVE LEIGHTON PAISNER 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 EverQuote, Inc. of our report dated February 27, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in EverQuote, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

EverQuote, 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

Unit

  

Maximum

Aggregate

Offering

Price

  

Fee

Rate

  

Amount of

Registration

Fee

               
Equity   Class A Common Stock, $0.001 par value per share   Other(2)   1,708,925 (3)   $15.06(2)   $25,736,410.50   0.00014760   $3,798.69
         
Total Offering Amounts     $25,736,410.50     $3,798.69
         
Total Fee Offsets         —
         
Net Fee Due               $3,798.69

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the Registrant’s Class A Common Stock, $0.001 par value per share (“Class A Common Stock”), that may from time to time be offered or issued under the Registrant’s 2018 Equity Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increase the number of outstanding shares of Class A Common Stock.

(2) The proposed maximum offering price per unit of $15.06 is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and is based upon the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the Nasdaq Global Market on February 20, 2024.

(3) Represents 1,708,925 additional shares of Class A Common Stock available for issuance under the Registrant’s 2018 Equity Incentive Plan, effective as of January 1, 2024, as a result of an annual increase.