S-8

As filed with the Securities and Exchange Commission on February 8, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-4714474
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
4150 International Plaza, Suite 300 Fort Worth, Texas
(Address of principal executive offices)

2016 Omnibus Incentive Plan, as Amended

2016 Employee Stock Purchase Plan, as Amended

(Full title of the plan)

Kenneth E. Rees

Chief Executive Officer

Elevate Credit, Inc.

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

(Name and address of agent for service)

(817) 928-1500

(Telephone number, including area code, of agent for service)

Copies to:

Brandon C. Parris, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

(415) 268-7000

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	o	Non-accelerated filer	o
Accelerated filer	x	Smaller reporting company	o
		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. x

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered (1)	Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.0004 par value per share
-- 2016 Omnibus Incentive Plan	1,733,170 (2)	$7,729,938.20 (3)		$	4.46	$	936.87
-- 2016 Employee Stock Purchase Plan	433,293 (4)	$1,642,180.47 (5)		$	3.79	$	199.03
TOTAL	2,166,463	$	9,372,118.67			$	1,135.90

(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 common stock that become issuable under Elevate Credit, Inc. (the “Registrant”)’s 2016 Omnibus Incentive Plan, as Amended (the “2016 Plan”), and 2016 Employee Stock Purchase Plan, as Amended (the “ESPP” and, together with the 2016 Plan, the “Plans”), by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or certain other transactions that result in an increase in the number of the outstanding shares of the common stock.

(2) Represents shares of common stock reserved for future issuance under the 2016 Plan. To the extent that outstanding awards under the 2016 Plan are forfeited or lapse or expire, the shares of common stock subject to such awards instead will be available for future issuance as common stock under the 2016 Plan.

(3) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on the average high and low offering prices of the common stock on The New York Stock Exchange on February 1, 2019.

(4) Represents shares of common stock reserved for future issuance under the ESPP.

(5) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on 85% of the average high and low offering prices of the common stock on The New York Stock Exchange on February 1, 2019. 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 the common stock on (i) the first trading day of the offering period or (ii) the exercise date.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to the persons participating in the Plans, as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by the Registrant relating to (i) 1,733,170 shares of its common stock issuable to eligible service providers of the Registrant under the 2016 Plan, pursuant to an “evergreen” provision contained in the 2016 Plan and (ii) 433,293 shares of its common stock issuable to eligible employees of the Registrant under the ESPP, pursuant to an “evergreen” provision contained in the ESPP.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

Item 8.Exhibits.

Exhibit No.	Description
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
4.2	Form of Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on January 11, 2016 (File No. 333-207888)).
5.1	Opinion of Morrison & Foerster LLP.
10.1	Elevate 2016 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on January 30, 2019 (File No. 001-37680)).
10.2	Elevate 2016 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed on January 30, 2019 (File No. 001-37680)).
23.1	Consent of Grant Thornton LLP.
23.2	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

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 Fort Worth, State of Texas, on the 8th day of February, 2019.

Elevate Credit, Inc.
By:	/s/ Kenneth E. Rees Kenneth E. Rees Chief Executive Officer and Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kenneth E. Rees, Christopher Lutes and Sarah Fagin Cutrona, jointly and severally, as his or her true and lawful attorney‑in‑fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post‑effective amendments to the registration statement), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys‑in‑fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

Name	Capacity	Date
/s/ Kenneth E. Rees Kenneth E. Rees	Chief Executive Officer and Chairman (Principal Executive Officer)	February 8, 2019
/s/ Christopher Lutes Christopher Lutes	Chief Financial Officer (Principal Financial Officer)	February 8, 2019
/s/ Chad Bradford Chad Bradford	Chief Accounting Officer (Principal Accounting Officer)	February 8, 2019
/s/ Bradley R. Strock Bradley R. Strock	Director	February 8, 2019
/s/ John C. Dean John C. Dean	Director	February 8, 2019
/s/ Stephen B. Galasso Stephen B. Galasso	Director	February 8, 2019
/s/ Tyler W.K. Head Tyler W.K. Head	Director	February 8, 2019
/s/ Robert L. Johnson Robert L. Johnson	Director	February 8, 2019
/s/ Stephen J. Shaper Stephen J. Shaper	Director	February 8, 2019
/s/ Saundra D. Schrock Saundra D. Schrock	Director	February 8, 2019

EX-5.1

February 8, 2019

Elevate Credit, Inc.

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to Elevate Credit, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) an aggregate of up to 1,733,170 shares of the Company’s common stock, $0.0004 par value per share (“Common Stock”), subject to issuance under the Company’s 2016 Omnibus Incentive Plan, as amended (the “2016 Plan”); and (ii) an aggregate of up to 433,293 shares of Common Stock subject to issuance under the Company’s 2016 Employee Stock Purchase Plan, as amended (the “ESPP” and, together with the 2016 Plan, the “Plans”).

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the shares under the Plans (the “Shares”). In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion that upon issuance, delivery and payment therefor in the manner contemplated by the terms of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We express no opinion as to the applicability of, compliance with, or effect of any laws, statutes, ordinances, rules, or regulations except the General Corporation Law of the State of Delaware as currently in effect.

February 8, 2019

Page Two

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. 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.

Very truly yours,

/s/ Morrison & Foerster LLP

EX-23.1

Consent of Independent Registered Public Accounting Firm

We have issued our report dated March 9, 2018 with respect to the consolidated financial statements of Elevate Credit, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-8.

/s/ GRANT THORNTON LLP

Dallas, Texas

February 8, 2019