S-8

As filed with the United States Securities and Exchange Commission on August 12, 2022

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	(I.R.S. Employer
incorporation or organization)	Identification No.)

75 Varick Street, 5^th Floor

New York, New York 10013

(646) 403-3677

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

OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN

(Full title of the plan)

Ranmali Bopitiya, Esq.

Chief Legal Officer

Oscar Health, Inc.

75 Varick Street, 5^th 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 for the purpose of registering an additional 4,968,684 shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of Oscar Health, Inc. (the “Registrant”) in the aggregate, including (i) 2,634,483 shares of Class A Common Stock that were issuable upon the exercise of stock option awards granted under the Registrant’s Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021 Plan, (ii) 534,201 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under 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, and (iii) 1,800,000 shares of Class A Common Stock that may become issuable in the future in connection with the vesting of restricted stock unit awards to be granted under the 2021 Plan, but that become canceled or forfeited prior to vesting, such that they again become available for issuance under the 2021 Plan pursuant to its terms. The additional shares registered pursuant to the 2021 Plan are of the same class as other securities relating to the 2021 Plan for which the Registration Statement on Form S-8 (No. 333-253817) filed with the Securities and Exchange Commission (the “Commission”) on March  3, 2021 and the Registration Statement on Form S-8 (No. 33-263057) filed with the Commission on February 25, 2022 are effective.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements 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 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 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 Grant Thornton LLP as to Oscar Health, Inc.
23.3*	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. 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 August 12, 2022.

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)	August 12, 2022
/s/ R. Scott Blackley R. Scott Blackley	Chief Financial Officer (Principal Financial Officer)	August 12, 2022
/s/ Victoria Baltrus Victoria Baltrus	Chief Accounting Officer (Principal Accounting Officer)	August 12, 2022
/s/ Jeffery H. Boyd Jeffery H. Boyd	Director	August 12, 2022

/s/ Joshua Kushner Joshua Kushner	Director	August 12, 2022
/s/ Charles E. Phillips, Jr. Charles E. Phillips, Jr.	Director	August 12, 2022
/s/ David Plouffe David Plouffe	Director	August 12, 2022
/s/ Siddhartha Sankaran Siddhartha Sankaran	Director	August 12, 2022
/s/ Elbert O. Robinson, Jr. Elbert O. Robinson, Jr.	Director	August 12, 2022
/s/ Vanessa A. Wittman Vanessa A. Wittman	Director	August 12, 2022

EX-5.1

Exhibit 5.1

August 12, 2022	1271 Avenue of the Americas
	New York, New York 10020-1401
	Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Shanghai
	Hong Kong	Silicon Valley
	Houston	Singapore
	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.

Oscar Health, Inc.

75 Varick Street, 5th Floor

New York, New York 10013

Re: Registration Statement on Form S-8; 4,968,684 shares of Class A Common Stock, par value $0.00001 per share, of Oscar Health, Inc.

To the addressees set forth above:

We have acted as special counsel to Oscar Health, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 4,968,684 shares (the “Shares”) of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company issuable under the Company’s 2021 Incentive Award Plan (the “2021 Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 12, 2022 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2021 Plan, assuming in each case that the individual grants or awards under the 2021 Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan (and the agreements

August 12, 2022

Page 2

and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Oscar Health, Inc. of our report dated February 25, 2022 relating to the financial statements and financial statement schedule, which appears in Oscar Health, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

August 12, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated December 16, 2020, except for the effects of the reverse stock split described in Note 1, as to which the date is February 25, 2022, with respect to the consolidated financial statements of Oscar Health, Inc. for the year ended December 31, 2019 included in the Annual Report of Oscar Health, Inc. on Form 10-K for the year ended December 31, 2021, which is incorporated by reference into this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Hartford, Connecticut

August 12, 2022

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Oscar Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, $0.00001 par value per share	Rule 457(c) and Rule 457(h)	4,968,684 (2)	$6.33 (3)	$31,426,926.30	$92.70 per $1,000,000	$2,913.28
Total Offering Amounts					$31,426,926.30		$2,913.28
Total Fee Offsets (4)							$—
Net Fee Due							$2,913.28

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the 2021 Incentive Award Plan (the “2021 Plan”) of Oscar Health, Inc. (the “Registrant”) to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Consists of (i) 2,634,483 shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), that were issuable upon the exercise of stock option awards granted under the Registrant’s Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the 2021 Plan pursuant to the terms of the 2021 Plan, (ii) 534,201 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under 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 its terms, and (iii) 1,800,000 shares of Class A Common Stock that may become issuable in the future in connection with the vesting of restricted stock unit awards to be granted under the 2021 Plan, but that become canceled or forfeited prior to vesting, such that they again become available for issuance under the 2021 Plan pursuant to its terms.

(3) For purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the Proposed Maximum Offering Price Per Share with respect to the 2021 Plan is based upon the average of the high and low prices of the shares of Class A Common Stock, as reported on the New York Stock Exchange on August 9, 2022, which date is within five business days prior to the filing of this registration statement.

(4) The Registrant does not have any fee offsets.