As filed with the Securities and Exchange Commission on May 15, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Restoration Robotics, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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06-1681204
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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128 Baytech Drive
San Jose, California
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95134
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Incentive Award Plan
2017 Employee Stock Purchase Plan
(Full Title of the Plan)
Ryan Rhodes
President and Chief Executive Officer
Restoration Robotics, Inc.
128 Baytech Drive
San
Jose, California 95134
(408)
883-6888
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian
J. Cuneo, Esq.
B. Shayne Kennedy, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, CA 94025
Telephone: (650)
328-4600
Facsimile: (650)
463-2600
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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1,627,080(3)
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$0.51
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$829,810.80
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100.58
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(1)
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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 the Registrants common stock that become issuable under the 2017 Incentive Award Plan (the
2017 Plan
), by reason of any stock dividend,
stock split, recapitalization or similar transaction effected without the Registrants receipt of consideration which would increase the number of outstanding shares of the Registrants common stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and
Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2017 Plan are based on the average of the high and the low price of the
Registrants common stock as reported on The Nasdaq Global Market on May 13, 2019.
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(3)
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Represents the additional shares of common stock available for future issuance under the Registrants 2017
Plan resulting from an annual increase as of January 1, 2019.
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Proposed sale
to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.