As filed with the U.S. Securities and Exchange Commission on February 21, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1LIFE HEALTHCARE, INC.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 76-0707204 |
| (State or other jurisdiction of Incorporation or organization) | | (I.R.S. Employer Identification No.) |
One Embarcadero Center, Suite 1900
San Francisco, CA 94111
(415) 814-0927
(Address of principal executive offices) (Zip code)
____________________
1Life Healthcare, Inc. 2020 Equity Incentive Plan
1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan
(Full titles of the plans)
____________________
Amir Dan Rubin
Chair, Chief Executive Officer and President
1Life Healthcare, Inc.
One Embarcadero Center, Suite 1900
San Francisco, CA 94111
(415) 814-0927
(Name, address and telephone number of agent for service)
Copies to:
Matthew B. Hemington
Milson Yu
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | |
Large accelerated filer x | | Accelerated filer o |
Non-accelerated filer o | | Smaller reporting company o |
| | Emerging growth company o |
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. o
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, 1Life Healthcare, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 8,241,225 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the 2020 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s registration statements on Form S-8 filed on February 4, 2020 (File No. 333-236247), March 17, 2021 (File No. 333-254414) and February 23, 2022 (File No. 333-262938) (collectively, the “Prior Forms S-8”), and (b) 2,800,000 shares of Common Stock issuable to eligible persons under the 2020 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Forms S-8. PART I
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to the participants in the 2020 Equity Incentive Plan and the 2020 Employee Stock Purchase Plan pursuant to Rule 428(b)(1). Such document(s) are not being filed with the Securities and Exchange Commission (the “SEC”) as part of this Registration Statement on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement on Form S-8 pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated herein by reference in this Registration Statement on Form S-8.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by 1Life Healthcare, Inc. (the “Registrant”) with the SEC are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K filed on February 21, 2023.
(b)The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on January 28, 2020 (File No. 001-39203) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 subsequently filed document that also 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 8. EXHIBITS
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| | | | Incorporated by Reference | | |
Exhibit
Number | | Description | | Schedule
Form | | File Number | | Exhibit | | Filing Date |
| | | | | | | | | | |
| 4.1 | | | | 8-K | | 001-39203 | | 3.1 | | February 4, 2020 |
| 4.2 | | | | S-K | | 333-235792 | | 3.4 | | January 21, 2020 |
| 4.3 | | | | S-1 | | 333-235792 | | 4.1 | | January 21, 2020 |
| 4.4 | | | | 8-K | | 001-39203 | | 4.1 | | May 29, 2020 |
| 4.5 | | | | 8-K | | 001-39203 | | 4.2 | | May 29, 2020 |
| 5.1* | | | | | | | | | | |
| 23.1* | | | | | | | | | | |
| 23.2* | | | | | | | | | | |
| 24.1* | | | | | | | | | | |
| 99.1 | | | | S-1 | | 333-235792 | | 10.6 | | January 21, 2020 |
| 99.2 | | | | S-1 | | 333-235792 | | 10.7 | | January 21, 2020 |
| 99.3 | | | | S-1 | | 333-235792 | | 10.8 | | January 21, 2020 |
| 99.4 | | | | S-1 | | 333-235792 | | 10.9 | | January 21, 2020 |
| 107* | | | | | | | | | | |
* Filed herewith
SIGNATURES
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 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 San Francisco, State of California, on February 21, 2023.
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| 1LIFE HEALTHCARE, INC. |
| | |
| By: | /s/ Amir Dan Rubin |
| | Amir Dan Rubin |
| | Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir Dan Rubin and Bjorn B. Thaler, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her, and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. 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 and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any, and either of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | |
/s/ Amir Dan Rubin | | Chair, Chief Executive Officer and President | | February 21, 2023 |
| Amir Dan Rubin | | (Principal Executive Officer) | | |
| | | | |
/s/ Bjorn B. Thaler | | Chief Financial Officer | | February 21, 2023 |
| Bjorn B. Thaler | | (Principal Financial Officer) | | |
| | | | |
/s/ Vikas Agarwal | | Chief Accounting Officer | | February 21, 2023 |
| Vikas Agarwal | | (Principal Accounting Officer) | | |
| | | | |
/s/ Paul R. Auvil | | Director | | February 21, 2023 |
| Paul R. Auvil | | | | |
| | | | |
/s/ Mark S. Blumenkranz | | Director | | February 21, 2023 |
| Mark S. Blumenkranz, M.D. | | | | |
| | | | |
/s/ Bruce W. Dunlevie | | Director | | February 21, 2023 |
| Bruce W. Dunlevie | | | | |
| | | | |
/s/ Kalen F. Holmes | | Director | | February 21, 2023 |
| Kalen F. Holmes, Ph.D. | | | | |
| | | | |
/s/ David P. Kennedy | | Director | | February 21, 2023 |
| David P. Kennedy | | | | |
| | | | |
/s/ Freda Lewis-Hall | | Director | | February 21, 2023 |
| Freda Lewis-Hall, M.D. | | | | |
| | | | |
/s/ Robert R. Schmidt | | Director | | February 21, 2023 |
| Robert R. Schmidt | | | | |
| | | | |
/s/ Scott C. Taylor | | Director | | February 21, 2023 |
| Scott C. Taylor | | | | |
| | | | |
| /s/ Mary Ann Tocio | | Director | | February 21, 2023 |
| Mary Ann Tocio | | | | |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
1Life Healthcare, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| 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 | Common Stock, par value $0.001 per share, 1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan | Other(2) | 2,800,000 | $12.83(3) | $35,924,000.00 | $0.0001102 | $3,958.83 |
| Equity | Common Stock, par value $0.001 per share, 1Life Healthcare, Inc. 2020 Equity Incentive Plan | Other(2) | 8,241,225 | $15.10(4) | $124,442,497.50 | $0.0001102 | $13,713.57 |
| Total Offering Amounts | | $160,366,497.50 | | $17,672.40 |
| Total Fees Previously Paid | | | | $— |
| Total Fee Offsets | | | | $— |
| Net Fee Due | | | | $17,672.40 |
(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 Registrant’s common stock that become issuable under the Registrant’s 2020 Equity Incentive Plan and the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(2) Represents additional shares of the Registrant’s common stock reserved for future issuance under the 2020 Equity Incentive Plan and the 2020 ESPP by reason of the automatic increase provisions therein.
(3) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $12.83 per share of common stock, the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Select Market on February 14, 2023, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2020 ESPP.
(4) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $15.10 per share of common stock, the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Select Market on February 14, 2023.
Exhibit 5.1
| | | | | |
| Matthew B. Hemington | |
+1 650 843 5062 | |
| hemingtonmb@cooley.com | |
February 21, 2023
1Life Healthcare, Inc.
One Embarcadero Center, 19th Floor
San Francisco, CA 94111
Ladies and Gentlemen:
We have acted as counsel to 1Life Healthcare, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 11,041,225 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), consisting of (a) 8,241,225 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 EIP”), and (b) 2,800,000 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the 2020 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
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| 1Life Healthcare, Inc. | |
| February 21, 2023 | |
Page Two | |
We consent to the filing of 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 of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
| | | | | | | | |
| By: | /s/ Matthew B. Hemington | |
| Matthew B. Hemington | |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
