As filed with the Securities and Exchange Commission on March 28, 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
DAVE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 86-1481509 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 1265 South Cochran Avenue, Los Angeles, CA | 90019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Dave Inc. Amended and Restated 2021 Equity Incentive Plan
(Full title of the plan)
Jason Wilk
Chief Executive Officer
Dave Inc.
1265 South Cochran Avenue
Los Angeles, CA 90019
(Name and address of agent for service)
(844) 857-3283
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
| Joseph M. Yaffe, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, CA 94301 (650) 470-4650 |
Joan Aristei Chief Legal Officer 1265 South Cochran Avenue Los Angeles, CA 90019 (844) 857-3283 |
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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Dave Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 609,890 additional shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”), under the Dave Inc. Amended and Restated 2021 Equity Incentive Plan (the “Plan”) pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved for issuance under the Plan. The Registrant previously registered shares of its Class A Common Stock issuable under the Plan via registration statements on Form S-8 filed on March 16, 2022 (Registration No. 333-263589), December 14, 2022 (Registration No. 333-268785) and January 31, 2023 (Registration No. 333-269482). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| Incorporated by Reference | ||||||||||||
| Exhibit Number |
Description of Exhibit |
Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. | X | ||||||||||
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). | X | ||||||||||
| 23.2 | Consent of Deloitte & Touche LLP. | X | ||||||||||
| 24.1 | Powers of Attorney (contained in the signature page to this Registration Statement). | X | ||||||||||
| 99.1 | Amended and Restated 2021 Equity Incentive Plan. | 8-K | 001-40161 | 10.1 | 12/13/2022 | |||||||
| 107 | Filing Fee Table. | X | ||||||||||
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 Los Angeles, State of California, on March 28, 2024.
| DAVE INC. | ||
| By: | /s/ Jason Wilk | |
| Jason Wilk | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason Wilk, Kyle Beilman and Joan Aristei, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Jason Wilk Jason Wilk |
Chief Executive Officer, Director and Chairperson (Principal Executive Officer) |
March 28, 2024 | ||
| /s/ Kyle Beilman Kyle Beilman |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 28, 2024 | ||
| /s/ Brendan Carroll |
Director | March 28, 2024 | ||
| Brendan Carroll | ||||
| /s/ Imran Khan |
Director | March 28, 2024 | ||
| Imran Khan | ||||
| /s/ Andrea Mitchell Andrea Mitchell |
Director | March 28, 2024 | ||
| /s/ Michael Pope |
Director | March 28, 2024 | ||
| Michael Pope | ||||
| /s/ Dan Preston Dan Preston |
Director | March 28, 2024 | ||
| /s/ Yadin Rozov Yadin Rozov |
Director | March 28, 2024 | ||