WRBY Warby Parker Inc

As filed with the Securities and Exchange Commission on February 27, 2025

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Warby Parker Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware		80-0423634
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

 

233 Spring Street, 6th Floor East

New York, New York 10013

(646) 847-7215

(Address of principal executive offices) (Zip code)

 

Warby Parker Inc. 2021 Incentive Award Plan

Warby Parker Inc. 2021 Employee Stock Purchase Plan

(Full title of the plans)

 

 

Neil Blumenthal, Co-Founder and Co-Chief Executive Officer

Dave Gilboa, Co-Founder and Co-Chief Executive Officer

Warby Parker Inc.

233 Spring Street, 6th Floor East

New York, New York 10013

(646) 847-7215

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

 

With copies to:

Steven Miller

Chris Utecht

Lindsay Buxbaum

Warby Parker Inc.

233 Spring Street, 6th Floor East

New York, New York 10013

(646) 847-7215

 

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 x		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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 6,035,574 shares of Warby Parker Inc.’s (the “Registrant”) Class A common stock, $0.0001 par value per share (“Class A common stock”), to be issued pursuant to the Warby Parker Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 1,207,114 shares of the Registrant’s Class A common stock to be issued pursuant to the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

 

The contents of the Registration Statements on Form S-8 (File Nos. 333-259703, 333-263698,333-270140 and 333-277548), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.

 

Item 8. Exhibits

 

Exhibit Number		Description
4.1		Specimen Class A common stock certificate of Warby Parker Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259035) filed on August 24, 2021)
4.2		Specimen Class B common stock certificate of Warby Parker Inc. (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-40825) filed on May 16, 2022)
4.3		Twelfth Amended and Restated Certificate of Incorporation of Warby Parker Inc. (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-259704) filed on September 22, 2021)
4.4		Amended and Restated Bylaws of Warby Parker Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-259704) filed on September 22, 2021)
5.1*		Opinion of Latham & Watkins LLP
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page)
99.1		Warby Parker Inc. 2021 Incentive Award Plan and related form agreements (incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K (File No. 001-40825) filed on February 29, 2024)
99.2		Warby Parker Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No. 001-40825) filed on February 29, 2024)
107.1*		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 New York, State of New York, on February 27, 2025.

	WARBY PARKER INC.
	By:	/s/ Neil Blumenthal
		Neil Blumenthal
		Co-Chief Executive Officer
	By:	/s/ Dave Gilboa
		Dave Gilboa
		Co-Chief Executive Officer

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Neil Blumenthal, Dave Gilboa, and Steven Miller, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Neil Blumenthal		Co-Chief Executive Officer and Director (Co-Principal Executive Officer)		February 27, 2025
Neil Blumenthal
/s/ Dave Gilboa		Co-Chief Executive Officer and Director (Co-Principal Executive Officer)		February 27, 2025
Dave Gilboa
/s/ Steven Miller		Chief Financial Officer		February 27, 2025
Steven Miller		(Principal Financial Officer and Principal Accounting Officer)
/s/ Andrew Hunt		Director		February 27, 2025
Andrew Hunt
/s/ Jeffrey Raider		Director		February 27, 2025
Jeffrey Raider
/s/ Teresa Briggs		Director		February 27, 2025
Teresa Briggs
/s/ Joel Cutler		Director		February 27, 2025
Joel Cutler
/s/ Youngme Moon		Director		February 27, 2025
Youngme Moon
/s/ Bradley Singer		Director		February 27, 2025
Bradley Singer
/s/ Ronald A. Williams		Director		February 27, 2025
Ronald A. Williams

 

 

Exhibit 5.1

 

February 27, 2025                   Warby Parker Inc. 233 Spring Street, 6th Floor East New York, New York 10013

1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200   Fax: +1.212.751.4864 www.lw.com   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.

 

Re: Registration Statement on Form S-8

 

To the addressee set forth above:

 

We have acted as special counsel to Warby Parker Inc., a Delaware corporation (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 an aggregate of 7,242,688 shares of Class A common stock of the Company, $0.0001 par value per share (the “Shares”), which may be issued pursuant to the Warby Parker Inc. 2021 Incentive Award Plan (the “2021 Plan”) and the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the “ESPP”, and together with the 2021 Plan, the “Plans” and each, a “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 the General Corporation Law of the State of Delaware (the “DGCL”), 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 of not less than par value in the circumstances contemplated by the applicable Plan assuming in each case that the individual issuances, grants or awards under the applicable Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements 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 such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

 

 

February 27, 2025 Page 2

 

 

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.

 

	Sincerely,
	/s/ Latham & Watkins LLP

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan of Warby Parker Inc. of our reports dated February 27, 2025, with respect to the consolidated financial statements of Warby Parker Inc. and the effectiveness of internal control over financial reporting of Warby Parker Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

New York, New York

February 27, 2025

 

 

v3.25.0.1

Submission	Feb. 27, 2025
Submission [Line Items]
Central Index Key	0001504776
Registrant Name	Warby Parker Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings - Offering: 1	Feb. 27, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Class A common stock, $0.0001 par value per share
Amount Registered | shares	7,242,688
Proposed Maximum Offering Price per Unit	22.82
Maximum Aggregate Offering Price	$ 165,278,140.16
Fee Rate	0.01531%
Amount of Registration Fee	$ 25,304.08
Offering Note	(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Consists of an additional 6,035,574 shares of Class A common stock issuable under the Warby Parker Inc. 2021 Incentive Award Plan (the "2021 Plan") pursuant to the terms of the 2021 Plan and an additional 1,207,114 shares of Class A common stock issuable under the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP") pursuant to the terms of the 2021 ESPP. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Warby Parker Inc.'s (the "Registrant") Class A common stock as reported on The New York Stock Exchange on February 25, 2025. (4) The Registrant does not have any fee offsets.

v3.25.0.1

Fees Summary	Feb. 27, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 165,278,140.16
Total Fee Amount	25,304.08
Total Offset Amount	0.00
Net Fee	$ 25,304.08

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