S-8

As filed with the Securities and Exchange Commission on March 13, 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

ON24, INC.

(Exact name of Registrant as specified in its charter)

Delaware	94-3292599
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number.)

50 Beale Street, 8th Floor
San Francisco, CA	94105
(Address of Principal Executive Offices)	(Zip Code)

ON24, Inc. 2021 Equity Incentive Plan

ON24, Inc. 2021 Employee Stock Purchase Plan

(Full Title of the Plan)

Sharat Sharan

Chief Executive Officer

ON24, Inc.

50 Beale Street, 8th Floor

San Francisco, CA 94105

(415) 369-8000

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

Copies to:

Andrew D. Ledbetter, Esq.

DLA Piper LLP (US)

701 Fifth Avenue, Suite 6900

Seattle, WA 98104

(206) 839-4800

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	x
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	x

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

ON24, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 to register an additional 2,059,466 shares of common stock under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and 411,893 additional shares under the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”), pursuant to the evergreen provisions in the 2021 Plan and ESPP providing that the total number of shares of common stock reserved for issuance under the 2021 Plan and the ESPP will be automatically increased as of the first date of each fiscal year, starting January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Commission on February 4, 2021 (File No. 333-252701), the Registration Statement on Form S-8 filed with the Commission on March 14, 2022 (File No. 333-263513) and the Registration Statement on Form S-8 filed with the Commission on March 15, 2023 (File No. 333-270540) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Securities and Exchange Commission (SEC) allows the Registrant to “incorporate by reference” the information the Registrant files with the SEC, which means that the Registrant can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with (rather than furnished to) the SEC will update and supersede this information. The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 13, 2024;

(2) The Registrant’s Current Reports on Form 8-K filed with the SEC on February 26, 2024; and

(3)The description of the Registrant’s Common Stock contained in its registration statement on Form 8-A (File No. 001-39965) filed with the SEC on January 29, 2021, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Notwithstanding the foregoing, the Registrant is not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been furnished to, rather than filed with, the SEC.

As filed with the Securities and Exchange Commission on March 13, 2024

Registration No. 333-

Item 8. Exhibits.

Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
5.1	Opinion of DLA Piper LLP (US).				X
23.1	Consent of Independent Registered Public Accounting Firm.				X
23.2	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).				X
24.1	Power of Attorney (included on the signature page).				X
99.1#	ON24, Inc. 2021 Equity Incentive Plan and form of stock option agreement and restricted stock units agreement thereunder.	10-K	3/30/2021	10.3
99.2#	ON24, Inc. 2021 Employee Stock Purchase Plan.	S-1	1/8/2021	10.4
107	Filing Fee Table				X

# Indicates management contract or compensatory plan.

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 San Francisco, State of California, on this 13th day of March, 2024.

ON24, Inc.
By:	/s/ Sharat Sharan
	Sharat Sharan
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sharat Sharan and Steven Vattuone, and each of them acting alone, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all 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 attorney-in-fact, proxy and agent 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, 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 date indicated.

Signature	Title	Date
s/ Sharat Sharan	President, Chief Executive Officer and Director	March 13, 2024
Sharat Sharan	(Principal Executive Officer)
/s/ Steven Vattuone	Chief Financial Officer	March 13, 2024
Steven Vattuone	(Principal Financial and Accounting Officer)
/s/ Teresa Anania	Director	March 13, 2024
Teresa Anania
/s/ Anil Arora	Director	March 13, 2024
Anil Arora
/s/ Irwin Federman	Director	March 13, 2024
Irwin Federman
/s/ Ronald Mitchell	Director	March 13, 2024
Ronald Mitchell
/s/ Cynthia Paul	Director	March 13, 2024
Cynthia Paul
/s/ Dominique Trempont	Director	March 13, 2024
Dominique Trempont
/s/ Anthony Zingale	Director	March 13, 2024
Anthony Zingale
/s/ Barry Zwarenstein	Director	March 13, 2024
Barry Zwarenstein

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

ON24, Inc.

(Exact name of Registrant as Specified in its Charter)

Table I: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Share			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share	Other (2)	2,059,466	(3)	$	6.74	(2)	$	13,880,800.84	$	0.0001476	$	2,048.81
Equity	Common Stock, $0.0001 par value per share	Other (4)	411,893	(5)	$	5.73	(4)	$	2,360,146.89	$	0.0001476	$	348.36
Total Offering Amounts								$	16,240,947.73			$	2,397.16
Total Fee Offsets												—
Net Fee Due												$	2,397.16

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2021 Plan is based on the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 7, 2024.

(3)Represents 2,059,466 additional shares of common stock that were automatically added to the shares authorized for issuance under the 2021 Plan pursuant to an annual “evergreen” increase provision contained in the 2021 Plan.

(4)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the ESPP is based on the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 7, 2024, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.

(5)Represents 411,893 additional shares of common stock that were automatically added to the shares authorized for issuance under the ESPP pursuant to an annual “evergreen” increase provision contained in the ESPP.

EX-5.1

Exhibit 5.1

DLA Piper LLP (US) 701 Fifth Avenue, Suite 6900 Seattle, WA 98104 www.dlapiper.com T 1 206 839 4800

March 13, 2024

ON24, Inc.

50 Beale Street, 8th Floor

San Francisco, CA 94105

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to ON24, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance from time to time of up to an aggregate of 2,471,359 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to awards to be granted under the ON24, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the ON24, Inc. 2021 Employee Stock Purchase Plan (the “ESPP,” and together with the 2021 Plan, the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have examined such instruments, documents and records as we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. As to matters of fact relevant to our opinion set forth below, we have relied, without independent investigation, on certificates of public officials and of officers of the Company. We express no opinion concerning any law other than the laws of the State of Delaware.

On the basis of the foregoing, we are of the opinion that, when the Shares are issued and paid for in accordance with the terms of the Plans, they will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, or the Registration Statement. This opinion is rendered as of the date hereof, and we assume no obligation to advise you of any fact, circumstance, event or development that may hereafter be brought to our attention whether or not such occurrence would alter, affect or modify the opinion expressed herein.

Very truly yours,

/s/ DLA Piper LLP (US)

DLA Piper LLP (US)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 13, 2024, with respect to the consolidated financial statements of ON24, Inc., incorporated herein by reference.

/s/ KPMG LLP

San Francisco, California

March 13, 2024