As filed with the Securities and Exchange Commission on October 10, 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
CERENCE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-4177087 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
25 Mall Road, Suite 416
Burlington, Massachusetts 01803
(857) 362-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cerence Inc. 2024 Inducement Plan
(Full title of the plan)
Brian Krzanich
Chief Executive Officer
Cerence Inc.
25 Mall Road, Suite 416
Burlington, Massachusetts 01803
(857) 362-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jennifer Salinas
General Counsel
Cerence Inc.
25 Mall Road, Suite 416
Burlington, Massachusetts 01803
(857) 362-7300
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 to register an additional 2,400,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Cerence Inc. (the “Registrant”), to be issuable pursuant to equity awards granted pursuant to the Registrant’s 2024 Inducement Plan (the “Inducement Plan”). On October 6, 2024, pursuant to Amendment No. 1 to the Inducement Plan, the number of shares of Common Stock reserved and available for issuance under the Inducement Plan increased by 2,400,000 shares. This Registration Statement registers these additional 2,400,000 shares of Common Stock.
The additional shares described above are of the same class as other securities relating to the Inducement Plan for which the Registrant’s registration statement filed on Form S-8, File No. 333-277635 (filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2024) is effective. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s prior registration statement on Form S-8, File No. 333-277635 (filed with the SEC on March 4, 2024), relating to the Inducement Plan, are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
See the Exhibit Index below for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.
| * | Exhibits marked with an asterisk (*) are 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 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 Burlington, Commonwealth of Massachusetts, on October 10, 2024.
| Cerence Inc. | ||
| By: | /s/ Brian Krzanich | |
| Brian Krzanich | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Krzanich and Jennifer Salinas, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may 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/ Brian Krzanich |
Chief Executive Officer, President and Director | October 10, 2024 | ||
| Brian Krzanich | (Principal Executive Officer) | |||
| /s/ Tony Rodriquez |
Interim Chief Financial Officer (Principal Financial Officer) |
October 10, 2024 | ||
| Tony Rodriquez | ||||
| /s/ Katherine Roman |
||||
| Katherine Roman | Vice President and Corporate Controller (Principal Accounting Officer) |
October 10, 2024 | ||
| /s/ Arun Sarin |
Chairman of the Board | October 10, 2024 | ||
| Arun Sarin | ||||
| /s/ Thomas Beaudoin |
Director | October 10, 2024 | ||
| Thomas Beaudoin | ||||
| /s/ Marianne Budnik |
Director | October 10, 2024 | ||
| Marianne Budnik | ||||
| /s/ Doug Davis |
Director | October 10, 2024 | ||
| Doug Davis | ||||
| /s/ Sanjay Jha |
Director | October 10, 2024 | ||
| Sanjay Jha | ||||
| /s/ Marcy Klevorn |
Director | October 10, 2024 | ||
| Marcy Klevorn | ||||
| /s/ Kristi Ann Matus |
Director | October 10, 2024 | ||
| Kristi Ann Matus | ||||
| /s/ Alfred Nietzel |
Director | October 10, 2024 | ||
| Alfred Nietzel | ||||