As filed with the Securities and Exchange Commission on May 6, 2022
Registration No. 333-
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
NERDY INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware 98-1499860
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
Nerdy Inc.
101 S. Hanley Rd., Suite 300
St. Louis, MO 63105
Telephone: (314) 412-1227
(Address of Principal Executive Offices)
Chris Swenson
Chief Legal Officer
Nerdy Inc.
101 S. Hanley Rd., Suite 300
St. Louis, MO 63105
(314) 412-1227
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John M. Mutkoski
Jocelyn M. Arel
Evyn W. Rabinowitz
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
 
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 is filed by Nerdy Inc. (the “Company”) for the purpose of registering additional shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) under the Nerdy Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”) and First Amendment to the Equity Incentive Plan (the “Equity Incentive Plan Amendment”, together with the “Equity Incentive Plan”, the “Amended Equity Incentive Plan”). On April 5, 2022, the Company filed with the Commission a definitive proxy statement that included a proposal to amend the Equity Incentive Plan to (i) increase the number of shares of Class A Common Stock available for issuance under the Amended Equity Incentive Plan by 12,500,000 shares and (ii) add an annual evergreen provision of 5% in the Amended Equity Incentive Plan. The proposal to amend the Equity Incentive Plan was approved by the Company’s stockholders on May 4, 2022. This Registration Statement registers the 12,500,000 shares of additional Class A Common Stock reserved for issuance under the Amended Equity Incentive Plan.
The 12,500,000 additional shares of Class A Common Stock reserved for issuance under the Amended Equity Incentive Plan registered pursuant to this Registration Statement are the same class as those registered on the Company’s Registration Statement on Form S-8 (File No. 333-261401) filed with the United States Securities and Exchange Commission (the “Commission”) on November 29, 2021 (the “2021 Registration Statement”), which is currently effective. Pursuant to General Instruction E to Form S-8, the contents of the 2021 Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference except as modified, supplemented, or superseded herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:
(a)
The registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on April 5, 2022, in connection with the registrant’s annual meeting of stockholders held on May 4, 2022;
(b)
The registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on February 28, 2022;
(c)
The description of the registrant’s Class A Common Stock contained in the registrant’s registration statement on Form 8-A (File No. 333-248594 ) filed by the registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 6, 2020, including any amendments or reports filed for the purpose of updating such description; and
(d)
All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) since the end of the fiscal year covered by the registrant’s annual report, referred to in (a) above, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K.
All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of Class A Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or 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.
Under no circumstances will any information filed under current items 2.02 or 7.01 of any Current Report on Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
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Item 8. Exhibits.
EXHIBIT INDEX

2

SIGNATURES
Pursuant to the requirements of the Securities Act, 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 St. Louis, State of Missouri, on the 6th day of May, 2022.
Nerdy Inc.
By:/s/ Charles Cohn
Name: Charles Cohn
Title:   Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Charles Cohn and Jason Pello as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person 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 on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary 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 any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated below.
SignatureTitleDate
/s/ Charles CohnDirector and Chief Executive Officer
 (Principal Executive Officer)		May 6, 2022
Charles Cohn
/s/ Jason PelloChief Financial Officer
(Principal Financial and Accounting Officer)		May 6, 2022
Jason Pello
/s/ Catherine BeaudoinDirectorMay 6, 2022
Catherine Beaudoin
/s/ Erik BlachfordDirectorMay 6, 2022
Erik Blachford
/s/ Rob HutterDirectorMay 6, 2022
Rob Hutter
/s/ Christopher MarshallDirectorMay 6, 2022
Christopher Marshall
/s/ Greg MrvaDirectorMay 6, 2022
Greg Mrva
/s/ Kathleen PhilipsDirectorMay 6, 2022
Kathleen Philips
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