As filed with the Securities and Exchange Commission on March 25, 2022.
Registration No. 333-254291
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
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:
|
Richard Eskew General Counsel 660 West Germantown Pike, Suite 500 Plymouth Meeting, PA 19462 (610) 834-2989
John W. Robertson Alan D. Hambelton Cooley LLP 1700 Seventh Avenue, Suite 1900 Seattle, WA 98101 (206) 452-8800 |
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. x
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. ¨
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 | 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. ¨
REMOVAL OF SECURITIES FROM REGISTRATION
We previously registered for resale, under a Registration Statement on Form S-1, as amended (Registration No. 333-254291), 2,495,441 shares of our Common Stock (the “Shares”) to be offered by the selling stockholders named in the Registration Statement. By filing this Post-Effective Amendment No. 2 to the Registration Statement, we hereby remove from registration all of the Shares that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of such Shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on March 25, 2022.
| 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 Director (Principal | March 25, 2022 | ||
| Rajeev Singh | Executive Officer) | |||
|
/s/ Stephen Barnes |
Chief Financial Officer (Principal Financial and |
March 25, 2022 | ||
| Stephen Barnes | Accounting Officer) | |||
|
|
Director |
|||
| Elizabeth Nabel, M.D. | ||||
|
|
Director |
|||
| Jeff Brodsky | ||||
|
* |
Director |
March 25, 2022 | ||
| Jeffrey Jordan | ||||
|
* |
Director |
March 25, 2022 | ||
| Cindy Kent | ||||
|
* |
Director |
March 25, 2022 | ||
| Peter Klein | ||||
|
* |
Director | March 25, 2022 | ||
| Dawn Lepore | ||||
|
* |
Director | March 25, 2022 | ||
| Thomas Neff | ||||
|
* |
Director | March 25, 2022 | ||
| Patricia Wadors |
| * By: /s/ RAJEEV SINGH | ||
| Rajeev Singh | ||
| Attorney-in-fact |