As filed with the Securities and Exchange Commission on July 1, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
ACCOLADE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 7389 | 01-0969591 |
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
1201 Third Avenue, Suite 1700
Seattle, WA 98101
(206) 926-8100
(Address, including zip code, and telephone number, including area
code, of Registrant’s principal
executive offices)
Rajeev Singh Chief Executive Officer
Accolade, Inc.
1201 Third Avenue, Suite 1700
Seattle, WA 98101
(206) 926-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
| John W. Robertson | Richard Eskew | Christopher J. Austin |
| Alan D. Hambelton | General Counsel | James M. Shea, Jr. |
| Cooley LLP | 660 West Germantown Pike, | Paul Hastings LLP |
| 1700 Seventh Avenue, Suite 1900 | Suite 500 | 200 Park Avenue |
| Seattle, WA 98101 | Plymouth Meeting, PA 19462 | New York, NY 10166 |
| (206) 452-8700 | (610) 834-2989 | (212) 318-6000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ File No. 333-236786
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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 þ | Smaller reporting company ¨ |
| Emerging growth company þ |
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 | ||||
|
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(3) |
| Common Stock, par value $0.0001 per share | 1,463,634 | $22.00 | $32,199,948 | $4,180 |
(1) Represents only the additional number of shares of common stock being registered. Does not include the shares of common stock that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-236786).
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) The registration fee is based upon the public offering price.
This Registration Statement shall become effective on filing in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Accolade, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-236786) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on February 28, 2020, and which the Commission declared effective on July 1, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 1,463,634 shares. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
Exhibits Index
| Exhibit | ||
| Number | Description of Exhibit | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm. | |
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney. |
* Previously filed on the signature page to the registrant’s Registration Statement on Form S-1 (File No. 333-236786) filed with the Securities and Exchange Commission on February 28, 2020 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on July 1, 2020.
| ACCOLADE, INC. | ||
| By: | /s/ Rajeev Singh | |
| Rajeev Singh | ||
| Chief Executive Officer | ||
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/ Rajeev Singh | Chief Executive Officer and | July 1, 2020 | |
| Rajeev Singh | Director (Principal Executive Officer) | ||
| /s/ Stephen Barnes | Chief Financial Officer (Principal | July 1, 2020 | |
| Stephen Barnes | Financial and Accounting Officer) | ||
| * | Director | July 1, 2020 | |
| J. Michael Cline | |||
| * | Director | July 1, 2020 | |
| William H. Frist, Sr. | |||
| * | Director | July 1, 2020 | |
| Jeffrey Jordan | |||
| * | Director | July 1, 2020 | |
| Peter Klein | |||
| * | Director | July 1, 2020 | |
| Dawn Lepore | |||
| Signature | Title | Date | |
| * | Director | July 1, 2020 | |
| James C. Madden, V | |||
| * | Director | July 1, 2020 | |
| Thomas Neff | |||
| * | Director | July 1, 2020 | |
| Patricia Wadors | |||
| * | Director | July 1, 2020 | |
| Michael T. Yang | |||
| *By: | /s/ Rajeev Singh | ||
| Rajeev Singh | |||
| Attorney-in-fact | |||
Exhibit 5.1
Alan D. Hambelton
+1 206 452 8756
ahambelton@cooley.com
July 1, 2020
Accolade, Inc.
660 West Germantown Pike, Suite 500
Plymouth Meeting, PA 19462
Ladies and Gentlemen:
We have represented Accolade, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, covering an underwritten public offering of up to 1,463,634 shares (the “Shares”) of the Company’s common stock, par value $0.0001. The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-236786) (the “Prior Registration Statement”), including the prospectus which forms a part of the Prior Registration Statement (the “Prospectus”).
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement, the Prior Registration Statement and the Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.3 to the Prior Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.4 to the Prior Registration Statement, each of which is to be in effect immediately prior to the closing of the offering contemplated by the Prospectus and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, and (ii) assumed that the Amended and Restated Certificate of Incorporation referred to in clause (i)(c) is filed with the Secretary of State of the State of Delaware before issuance of the Shares. We have undertaken no independent verification with respect to such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Prior Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
Cooley LLP 1700 Seventh Avenue, Suite 1900
Seattle, WA 98101-1355
t: (206) 452-8700 f: (206) 452-8800 cooley.com
Accolade, Inc.
July 1, 2020
Page Two
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
| By: | /s/ Alan D. Hambelton | |
| Alan D. Hambelton |
Cooley LLP 1700 Seventh Avenue, Suite 1900
Seattle, WA 98101-1355
t: (206) 452-8700 f: (206) 452-8800 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Accolade, Inc.:
We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus included in such Registration Statement.
/s/ KPMG LLP
Philadelphia, Pennsylvania
July 1, 2020