Delaware (State or other jurisdiction of incorporation or organization) | 94-3389618 (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
300 Park Avenue South, 10th Floor New York, New York (Address of principal executive offices) | 10010 (Zip Code) | |||||||||||||||||||||||||
1stdibs.com, Inc. 2021 Stock Incentive Plan 1stdibs.com, Inc. 2021 Employee Stock Purchase Plan | ||||||||||||||||||||||||||
(Full titles of the plans) | ||||||||||||||||||||||||||
David S. Rosenblatt Chief Executive Officer 1stdibs.com, Inc. 300 Park Avenue South, 10th Floor New York, New York 10010 (Name and address of agent for service) 212 627-3929 (Telephone number, including area code, of agent for service) Copies to: | ||||||||||||||||||||||||||
Ronald A. Fleming, Jr. Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street New York, New York 10019 (212) 858-1000 | Davina K. Kaile Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, California 94304 (650) 233-4500 |
Exhibit No. | Description | ||||||||||
4.1 | |||||||||||
5.1 | |||||||||||
23.1 | |||||||||||
23.2 | |||||||||||
24.1 | |||||||||||
99.1 | |||||||||||
99.2 | |||||||||||
107.1 | |||||||||||
Item 9. | Undertakings. |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | |||||||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and | |||||||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
1STDIBS.COM, INC. | |||||
By: | /s/ David S. Rosenblatt | ||||
David S. Rosenblatt | |||||
Chief Executive Officer |
Signature | Title | Date | ||||||||||||
/s/ David S. Rosenblatt | Chief Executive Officer and Director | February 29, 2024 | ||||||||||||
David S. Rosenblatt | (Principal Executive Officer) | |||||||||||||
/s/ Thomas Etergino | Chief Financial Officer | February 29, 2024 | ||||||||||||
Thomas Etergino | (Principal Financial and Accounting Officer) | |||||||||||||
/s/ Matthew R. Cohler | Director | February 29, 2024 | ||||||||||||
Matthew R. Cohler | ||||||||||||||
/s/ Lori A. Hickok | Director | February 29, 2024 | ||||||||||||
Lori A. Hickok | ||||||||||||||
/s/ Andrew G. Robb | Director | February 29, 2024 | ||||||||||||
Andrew G. Robb | ||||||||||||||
/s/ Brian J. Schipper | Director | February 29, 2024 | ||||||||||||
Brian J. Schipper | ||||||||||||||
/s/ Everette Taylor | Director | February 29, 2024 | ||||||||||||
Everette Taylor | ||||||||||||||
/s/ Paula J. Volent | Director | February 29, 2024 | ||||||||||||
Paula J. Volent |
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, $0.01 par value per share | ||||||||||||||||||||||||
To be issued under the 1stdibs.com, Inc. 2021 Stock Incentive Plan | Rule 457(c) and 457(h) | 1,995,756(2) | $4.69(4) | $9,350,116.86 | $0.0001476 | $1,380.08 | ||||||||||||||||||||
To be issued under the 1stdibs.com, Inc. 2021 Employee Stock Purchase Plan | Rule 457(c) and 457(h) | 399,151(3) | $3.98(5) | $1,589,519.07 | $0.0001476 | $234.62 | ||||||||||||||||||||
Fees Previously Paid | ||||||||||||||||||||||||||
Total Offering Amounts | $10,939,635.93 | $1,614.70 | ||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||
Net Fee Due | $1,614.70 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also covers any additional shares of common stock, $0.01 par value per share (“Common Stock”), which become issuable under the above-named plans by reason of a stock dividend, stock split, reverse stock split, extraordinary dividend, extraordinary distribution, recapitalization, reorganization, merger, combination, consolidation, split-up, spin-off, combination, exchange of shares, rights offering, separation, reorganization, liquidation, recapitalization or any other similar transaction which results in an increase in the number of our outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. | |||||||
(2) | Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the 1stdibs.com, Inc. 2021 Stock Incentive Plan (the “Plan”) on January 1, 2024 pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, the number of shares reserved for issuance under the Plan automatically increases on January 1 each year, starting on January 1, 2022 and continuing through January 1, 2031 by (i) five percent (5%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year or (ii) such lesser amount (including zero) that the board of directors of the Registrant (the "Board") determines for purposes of the annual increase for such fiscal year. | |||||||
(3) | Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the 1stdibs.com, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2024 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, the number of shares reserved for issuance under the ESPP automatically increases on January 1 each year, starting on January 1, 2022 and continuing through January 1, 2031 by the least of (i) one percent (1%) of the outstanding shares of Common Stock on such date, (ii) 400,000 shares of Common Stock or (iii) a lesser amount determined by the Board or a committee thereof. | |||||||
(4) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low sales price per share of Common Stock as reported on Nasdaq Global Market on February 26, 2024. | |||||||
(5) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on 85% of the average of the high and low sales price per share of Common Stock as reported on Nasdaq Global Market on February 26, 2024. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value of Common Stock on the first trading day of the offering period or on the purchase date. |