S-8 1 d467090ds8.htm S-8 S-8

As filed with the United States Securities and Exchange Commission on March 28, 2023

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OSCAR HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   46-1315570

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

75 Varick Street, 5th Floor

New York, New York 10013

(646) 403-3677

(Address, including zip code, of principal executive offices)

OSCAR HEALTH, INC. 2022 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN

OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN

(Full title of the plan)

Ranmali Bopitiya, Esq.

Chief Legal Officer

Oscar Health, Inc.

75 Varick Street, 5th Floor

New York, New York 10013

(646) 403-3677

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

 

 

Copies to:

Keith L. Halverstam, Esq.

Peter N. Handrinos, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

 

 

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 on Form S-8 is being filed by Oscar Health, Inc. (the “Company”) for the purpose of registering (i) an additional 13,320,000 shares of Class A common stock, par value $0.00001 per share (“Class A Common Stock”), issuable under the Company’s 2022 Employment Inducement Incentive Award Plan, as amended (the “Inducement Plan”), and (ii) an additional 2,114,926 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under the Company’s 2021 Incentive Award Plan (the “2021 Plan”), but that were canceled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms. The additional shares registered pursuant to the Inducement Plan or the 2021 Plan, as applicable, are of the same class as other securities relating to the Inducement Plan or the 2021 Plan, as applicable, for which Registration Statements on Form S-8 (Nos. 333-253817, 333-263057, 333-264205, 333-266835 and 333-269979) are effective.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit
Number

   

Description of Exhibit

    4.1    Amended and Restated Certificate of Incorporation of Oscar Health, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40154) filed on March 8, 2021)
    4.2    Amended and Restated Bylaws of Oscar Health, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40154) filed on March 8, 2021)
    5.1*    Opinion of Latham & Watkins LLP
  23.1*    Consent of PricewaterhouseCoopers LLP as to Oscar Health, Inc.
  23.2*    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
  24.1*    Power of Attorney (included on the signature page of the Registration Statement)
  99.1    Oscar Health, Inc. 2022 Employment Inducement Incentive Award Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-264205) filed on April 8, 2022)
  99.2*    First Amendment to the Oscar Health, Inc. 2022 Employment Inducement Incentive Award Plan
  99.3    Oscar Health, Inc. 2021 Incentive Award Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-253817) filed on March 3, 2021)
107.1*    Filing Fee Table

 

*

Filed herewith.

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 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 March 28, 2023.

 

OSCAR HEALTH, INC.

By:

  

/s/ Mario Schlosser

 

Mario Schlosser

 

Chief Executive Officer

 

(Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Oscar Health, Inc., hereby severally constitute and appoint Mario Schlosser and R. Scott Blackley, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), 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 or necessary to be done in and about the premises, as full 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 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/ Mario Schlosser

Mario Schlosser

   

Chief Executive Officer and Director

(Principal Executive Officer)

   March 28, 2023

/s/ Siddhartha Sankaran

Siddhartha Sankaran

    Interim Chief Financial Officer and Director
(Principal Financial Officer)		   March 28, 2023

/s/ Victoria Baltrus

Victoria Baltrus

   

Chief Accounting Officer

(Principal Accounting Officer)

   March 28, 2023

/s/ Jeffery H. Boyd

Jeffery H. Boyd

    Director   March 28, 2023

/s/ William Gassen, III

William Gassen, III

    Director   March 28, 2023

/s/ Joshua Kushner

Joshua Kushner

    Director   March 28, 2023

/s/ Laura Lang

Laura Lang

    Director   March 28, 2023

/s/ David Plouffe

David Plouffe

    Director   March 28, 2023

/s/ Elbert O. Robinson, Jr.

Elbert O. Robinson, Jr.

    Director   March 28, 2023

/s/ Vanessa A. Wittman

Vanessa A. Wittman

    Director   March 28, 2023