As filed with the U.S. Securities and Exchange Commission on August 5, 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
Enovix Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 85-3174357 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
3501 W. Warren Avenue
Fremont, CA 94538
Fremont, CA 94538
Telephone: (510) 695-2350
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
Enovix Corporation 2021 Equity Incentive Plan
Enovix Corporation 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Dr. Raj Talluri
President and Chief Executive Officer
Enovix Corporation
3501 W. Warren Avenue
Fremont, CA 94538
Telephone: (510) 695-2350
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Arthi Chakravarthy | Michael Penney | ||||
| Chief Legal Officer | Arnold & Porter Kaye Scholer LLP | ||||
| Enovix Corporation | 250 West 55th Street | ||||
3501 W. Warren Avenue | 3175 Hanover Street | ||||
Fremont, CA 94538 | New York, NY 10019-9710 | ||||
Telephone: (510) 695-2350 | (212) 836-8000 | ||||
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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Enovix Corporation (the “Registrant”) is filing this Registration Statement for the purpose of registering (i) an additional 6,695,705 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) an additional 1,673,926 shares of Common Stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The shares of Common Stock being registered pursuant to this Registration Statement are the same class as, and in addition to, other securities for which the Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2021 (File No. 333-259730), August 24, 2022 (File No. 333-267050), and August 9, 2023 (File 333-273847) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2021 Plan and the 2021 ESPP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Enovix Corporation (the “Registrant”) with the SEC are incorporated by reference into this Registration Statement:
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 29, 2024;
(b) the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from the Registrant’s definitive proxy statement on Schedule 14A, filed with the SEC on April 29, 2024, including the supplement thereto, filed with the SEC on June 5, 2024;
(c) the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 filed with the SEC on May 7, 2024 and August 5, 2024, respectively;
(d) all other reports filed pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than information furnished rather than filed); and
(e) the description of the Registrant’s Common Stock that is contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, including any amendment or supplements thereto.
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ITEM 8. EXHIBITS
| Incorporated by Reference | |||||||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||||
| 4.1 | 8-K | 001-39753 | 3.1 | July 19, 2021 | |||||||||||||
| 4.2 | 8-K | 001-39753 | 3.2 | July 19, 2021 | |||||||||||||
| 4.3 | S-4/A | 333-253976 | 4.5 | June 21, 2021 | |||||||||||||
| 5.1* | |||||||||||||||||
| 23.1* | |||||||||||||||||
| 23.2* | |||||||||||||||||
| 24.1* | |||||||||||||||||
| 99.1 | 8-K | 001-39753 | 10.2 | July 19, 2021 | |||||||||||||
| 99.2 | S-4/A | 333-253976 | 10.11 | June 21, 2021 | |||||||||||||
| 99.3 | S-4/A | 333-253976 | 10.12 | June 21, 2021 | |||||||||||||
| 99.4 | 10-Q | 001-39753 | 10.1 | August 16, 2022 | |||||||||||||
| 99.5 | 10-Q | 001-39753 | 10.7 | May 5, 2023 | |||||||||||||
| 99.6 | 8-K | 001-39753 | 10.5 | July 19, 2021 | |||||||||||||
| 99.7 | 10-Q | 001-39753 | 10.2 | May 7, 2024 | |||||||||||||
| 107* | |||||||||||||||||
* Filed herewith.
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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 Fremont, State of California, on this 5th day of August, 2024.
| ENOVIX CORPORATION | |||||||||||
| By: | /s/ Raj Talluri | ||||||||||
Dr. Raj Talluri | |||||||||||
| President and Chief Executive Officer | |||||||||||
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Raj Talluri and Farhan Ahmad, and each of them, as their true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits 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 to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||
/s/ Raj Talluri | President and Chief Executive Officer and Director (Principal Executive Officer) | August 5, 2024 | ||||||
Dr. Raj Talluri | ||||||||
| /s/ Farhan Ahmad | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | August 5, 2024 | ||||||
| Farhan Ahmad | ||||||||
| /s/ Thurman John Rodgers | Chairman of the Board of Directors | August 5, 2024 | ||||||
| Thurman John Rodgers | ||||||||
| /s/ Betsy Atkins | Director | August 5, 2024 | ||||||
| Betsy Atkins | ||||||||
| /s/ Pegah Ebrahimi | Director | August 5, 2024 | ||||||
| Pegah Ebrahimi | ||||||||
| /s/ Bernard Gutmann | Director | August 5, 2024 | ||||||
| Bernard Gutmann | ||||||||
| /s/ Joseph Malchow | Director | August 5, 2024 | ||||||
| Joseph Malchow | ||||||||
| /s/ Gregory Reichow | Director | August 5, 2024 | ||||||
| Gregory Reichow | ||||||||
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
|
|
|
|
$
|
$
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$
|
| 2 |
|
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|
|
$
|
$
|
|
$
|
|
Total Offering Amounts: |
$
|
$
|
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Total Fee Offsets: |
$
|
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Net Fee Due: |
$
|
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|
Offering Note |
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1 |
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2 |
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Exhibit 5.1
 | ||
August 5, 2024
Enovix Corporation 3501 W. Warren Avenue Fremont, CA 94538 | ||
Re: Enovix Corporation - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Enovix Corporation, a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 8,369,631 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 6,695,705 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 1,673,926 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP,” together with the 2021 Plan, the “Plans”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinions set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents (other than the Company) had the power, corporate or other, to enter into and perform all obligations thereunder, that all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto (other than the Company) and that all such documents constitute the valid and binding obligation of each party thereto (other than the Company) enforceable against each such party in accordance with their terms. As to any facts material to the opinions expressed herein that we did not independently establish or
Arnold & Porter Kaye Scholer LLP 250 West 55th Street | New York, NY 10019-9710 | www.arnoldporter.com | ||
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verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized, and when issued and delivered by the Company in connection with awards granted under the Plans in accordance with the terms and conditions set forth in the Plans, subject to the full payment of the exercise price therefor (if any), the Shares will be validly issued, fully paid and non-assessable.
The opinions expressed herein are based solely upon the General Corporation Law of the State of Delaware (including the statutory provisions contained therein, the applicable rules and regulations underlying these provisions and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, rules, regulations or ordinances.
The opinions set forth above are limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated. The foregoing opinions are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any acts, events, facts or circumstances occurring after the date hereof or which may hereafter come to our attention, or any change in the law which may hereafter occur.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Arnold & Porter Kaye Scholer LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2024 relating to the financial statements of Enovix Corporation and subsidiaries and the effectiveness of Enovix Corporation and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Enovix Corporation for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
San Jose, California
August 5, 2024