As filed with the Securities and Exchange Commission on March 13, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FUNKO, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 35-2593276 | |||||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
2802 Wetmore Avenue
Everett, Washington 98201
Telephone: (425) 783-3616
(Address of principal executive offices) (Zip code)
Funko, Inc. 2019 Incentive Award Plan
(Full title of the plan)
Tracy D. Daw
Chief Legal Officer and Secretary
Funko, Inc.
2802 Wetmore Avenue
Everett, Washington 98201
Telephone: (425) 783-3616
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
With copies to:
Benjamin Cohen
Jenna Cooper
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 1,584,829 shares of the Registrant’s Class A common stock to be issued pursuant to the Funko, Inc. 2019 Incentive Award Plan (“2019 Plan”), and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statements on Form S-8 (File Nos. 333-270186, 333-234456, 333-266175 and 333-277757), filed with the Securities and Exchange Commission, relating to the 2019 Plan, are incorporated herein by reference.
| Item 8. | Exhibits | |||||||||||||||||||
Exhibit Number | Description | |||||||||||||||||||
| 4.1 | ||||||||||||||||||||
| 4.2 | ||||||||||||||||||||
| 4.3 | ||||||||||||||||||||
| 5.1* | ||||||||||||||||||||
| 23.1* | ||||||||||||||||||||
| 23.2* | ||||||||||||||||||||
| 23.3* | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |||||||||||||||||||
| 24.1* | Power of Attorney (included on signature page) | |||||||||||||||||||
| 99.1 | ||||||||||||||||||||
| 99.1.1 | ||||||||||||||||||||
| 99.1.2 | ||||||||||||||||||||
| 99.1.3 | ||||||||||||||||||||
| 99.1.4 | ||||||||||||||||||||
| 99.1.5 | ||||||||||||||||||||
| 99.1.6 | ||||||||||||||||||||
| 99.1.7 | Form of Performance Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No. 001-38274), filed on March 1, 2023) | |||||||||||||||||||
| 99.1.8 | Form of Performance Stock Unit Award Agreement for UK Employees under the Funko, Inc. 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No. 001-38274), filed on March 1, 2023) | |||||||||||||||||||
| 107.1* | ||||||||||||||||||||
| * | Filed herewith. | |||||||||||||||||||
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 Everett, State of Washington, on March 13, 2025.
FUNKO, INC.
| By: | /s/ Cynthia Williams | |||||||
| Cynthia Williams | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Cynthia Williams, Yves Le Pendeven and Tracy Daw, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 and necessary or desirable to be done in connection therewith 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 any of them, or their or his or her 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.
| Signature | Title | Date | ||||||||||||
| /s/ Cynthia Williams | Chief Executive Officer and Director (Principal Executive Officer) | March 13, 2025 | ||||||||||||
| Cynthia Williams | ||||||||||||||
| /s/ Yves Le Pendeven | Chief Financial Officer (Principal Financial and Accounting Officer) | March 13, 2025 | ||||||||||||
| Yves Le Pendeven | ||||||||||||||
| /s/ Charles Denson | Chairman of the Board and Director | March 13, 2025 | ||||||||||||
| Charles Denson | ||||||||||||||
| /s/ Trevor Edwards | Director | March 13, 2025 | ||||||||||||
| Trevor Edwards | ||||||||||||||
| /s/ Jason Harinstein | Director | March 13, 2025 | ||||||||||||
| Jason Harinstein | ||||||||||||||
| /s/ Diane Irvine | Director | March 13, 2025 | ||||||||||||
| Diane Irvine | ||||||||||||||
| /s/ Jesse Jacobs | Director | March 13, 2025 | ||||||||||||
| Jesse Jacobs | ||||||||||||||
| /s/ Michael Kerns | Director | March 13, 2025 | ||||||||||||
| Michael Kerns | ||||||||||||||
| /s/ Sarah Kirshbaum Levy | Director | March 13, 2025 | ||||||||||||
| Sarah Kirshbaum Levy | ||||||||||||||
| /s/ Michael Lunsford | Director | March 13, 2025 | ||||||||||||
| Michael Lunsford | ||||||||||||||