As filed with the Securities and Exchange Commission on February 28, 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
LEMONADE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE (State or other jurisdiction of incorporation or organization) | | 32-0469673 (IRS Employer Identification No.) |
5 Crosby Street, 3rd Floor
New York, New York 10013
(Address of Principal Executive Offices) (ZIP Code)
LEMONADE, INC. 2020 INCENTIVE AWARD PLAN
(Full title of the plan)
TIM BIXBY
CHIEF FINANCIAL OFFICER
LEMONADE, INC.
5 CROSBY STREET, 3rd FLOOR
NEW YORK, NEW YORK 10013
(Name and address of agent for service)
(844) 733-8666
(Telephone number, including area code, of agent for service)
Copy to:
MARC D. JAFFE
JOHN SLATER
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 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 of 1934, as amended (the “Exchange Act”).
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| 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 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,508,185 shares of Lemonade, Inc.’s (the “Company” or the “registrant”) Common Stock, par value $0.00001 per share (“Common Stock”), issuable under the Company’s 2020 Incentive Award Plan (the “2020 Plan”), as a result of the operation of an automatic annual increase provision therein, for which Registration Statements of the Company on Forms S-8 (File Nos. 333-239656, 333-254011, 333-266362 and 333-270247) is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Forms S-8 (File Nos. 333-239656, 333-254011, 333-266362 and 333-270247), including any amendments thereto, filed with the Commission and related to the 2020 Plan, are incorporated herein by reference, except as set forth below.
Item 8. Exhibits.
The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. See Exhibit Index below.
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| | Exhibit Index |
| 4.1 | | |
| 4.2 | | |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | |
| 24.1* | | Power of Attorney (included on the signature page hereto) |
| 99.1 | | |
| 107* | | |
__________________
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 New York, State of New York, on February 28, 2024.
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| | LEMONADE, INC. |
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| | By | /s/ Daniel Schreiber |
| | | Daniel Schreiber |
| | | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints each of Daniel Schreiber and Tim Bixby as such person’s true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person’s substitute or substitutes, lawfully may do or cause to be done by virtue hereof.
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.
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| Signature | | Title | | Date |
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| /s/ Daniel Schreiber | | Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors | | February 28, 2024 |
| Daniel Schreiber | | | | |
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/s/ Tim Bixby | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | February 28, 2024 |
Tim Bixby | | | | |
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/s/ Shai Wininger | | President and Director | | February 28, 2024 |
Shai Wininger | | | | |
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| /s/ Michael Eisenberg | | Director | | February 28, 2024 |
| Michael Eisenberg | | | | |
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/s/ Dr. Samer Haj-Yehia | | Director | | February 28, 2024 |
Dr. Samer Haj-Yehia | | | | |
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| /s/ Mwashuma Nyatta | | Director | | February 28, 2024 |
| Mwashuma Nyatta | | | | |
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/s/ Debra Schwartz | | Director | | February 28, 2024 |
Debra Schwartz | | | | |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
LEMONADE, 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 $0.00001 per share | Rule 457(c) and Rule 457(h) | 3,508,185 (2) | $17.21 (3) | $60,375,863.85 | $147.60 per million dollars | $8,911.48 |
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| Total Offering Amounts | | $60,375,863.85 | | $8,911.48 |
Total Fee Offsets (4) | | | | – |
| Net Fee Due | | | | $8,911.48 |
(1) In accordance with Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Lemonade, Inc. (the "Company") 2020 Incentive Award Plan (the “Lemonade 2020 Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Lemonade 2020 Plan.
(2) Represents 3,508,185 shares of common stock reserved for issuance under the Lemonade 2020 Plan that became available for issuance on January 1, 2024 under the Lemonade 2020 Plan, pursuant to the terms of the Lemonade 2020 Plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrant’s common stock as reported on The New York Stock Exchange on February 21, 2024.
(4) The Company does not have any fee offsets.
Exhibit 5.1
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| 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 |
| 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. |
February 28, 2024
Lemonade, Inc.
5 Crosby Street, 3rd Floor
New York, New York 10013
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| Re: | Registration Statement on Form S-8; 3,508,185 shares of common stock, par value $0.00001 per share |
To the addressee set forth above:
We have acted as special counsel to Lemonade, Inc., a public benefit corporation organized under Delaware law (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 3,508,185 shares of common stock, $0.00001 par value per share (the “Shares”), which may be issued pursuant to the Lemonade, Inc. 2020 Incentive Award Plan (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue 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 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 as to General Corporation Law of the State of Delaware, 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 purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance of the law and the Plan (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 General Corporation Law of the State of Delaware.
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 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 Act or the rules and regulations of the Commission thereunder.
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| Sincerely, |
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| /s/ Latham & Watkins LLP |
