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    SEC Form S-8 filed by Hyperfine Inc.

    3/17/25 4:30:50 PM ET
    $HYPR
    Biotechnology: Electromedical & Electrotherapeutic Apparatus
    Health Care
    Get the next $HYPR alert in real time by email
    S-8 1 d857457ds8.htm S-8 S-8

    As filed with the Securities and Exchange Commission on March 17, 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

     

     

    Hyperfine, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   98-1569027

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification Number)

    351 New Whitfield Street

    Guilford, Connecticut 06437

    (Address, including zip code, of registrant’s principal executive offices)

    Hyperfine, Inc. 2021 Equity Incentive Plan

    (Full title of the plan)

    Maria Sainz

    President and Chief Executive Officer

    Hyperfine, Inc.

    351 New Whitfield Street

    Guilford, Connecticut 06437

    Telephone: (866) 796-6767

    (Name, address and telephone number, including area code, of agent for service)

     

     

    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 registers an aggregate of 2,925,261 additional shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Hyperfine, Inc. (the “Registrant”), reserved under the Hyperfine, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), representing an increase of 2,925,261 shares reserved under the 2021 Plan effective January 1, 2025 by operation of the 2021 Plan’s “evergreen” provision. This registration statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (File Nos. 333-270751 and 333-278186) relating to an employee benefit plan are effective. The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on March 22, 2023 and March  22, 2024 (File Nos. 333-270751 and 333-278186) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 8. Exhibits.

     

    Exhibit
    Number
      

    Exhibit Description

       Filed
    Herewith
       Incorporated by
    Reference herein from
    Form or Schedule I
      Filing Date    SEC
    File/Reg.
    Number
      4.1    Certificate of Incorporation of Hyperfine, Inc., as amended       Form 10-Q

    (Exhibit 3.1)

      8/9/2024    001-39949
      4.2    Amended and Restated Bylaws of Hyperfine, Inc.       Form 8-K

    (Exhibit 3.1)

      6/12/2023    001-39949
      4.3    Specimen Class A Common Stock Certificate       Form S-4/A

    (Exhibit 4.2)

      9/29/2021    333-259148
      5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.    X        
     23.1    Consent of Grant Thornton LLP    X        
     23.2    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)    X        
     24.1    Power of Attorney (included on the signature page hereof)    X        
     99.1+    Hyperfine, Inc. 2021 Equity Incentive Plan       Form 8-K

    (Exhibit 10.20.1)

      12/28/2021    001-39949
     99.2+    Form of Stock Option Agreement under 2021 Equity Incentive Plan       Form 8-K

    (Exhibit 10.20.2)

      12/28/2021    001-39949
     99.3+    Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan       Form 10-K

    (Exhibit 10.13.3)

      3/17/2025    001-39949
    107    Filing Fee Table    X        

     

    +

    Denotes management contract or compensatory plan or arrangement.

     

    2


    SIGNATURES

    The Registrant. 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 Town of Guilford, State of Connecticut, on March 17, 2025.

     

    HYPERFINE, INC.
    By:   /s/ Maria Sainz
     

    Maria Sainz

     

    President, Chief Executive Officer and Director

    POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints each of Maria Sainz and Brett Hale, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits 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 to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 date indicated.

     

    Signature

      

    Title

     

    Date

    /s/ Maria Sainz

    Maria Sainz

       President, Chief Executive Officer and Director
    (Principal Executive Officer)
      March 17, 2025

    /s/ Brett Hale

    Brett Hale

       Chief Administrative Officer and Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)
      March 17, 2025

    /s/ R. Scott Huennekens

    R. Scott Huennekens

       Chairperson   March 17, 2025

    /s/ Jonathan M. Rothberg, Ph.D.

    Jonathan M. Rothberg, Ph.D.

       Director   March 17, 2025

    /s/ John Dahldorf

    John Dahldorf

       Director   March 17, 2025

    /s/ Ruth Fattori

    Ruth Fattori

       Director   March 17, 2025

    /s/ Daniel J. Wolterman

    Daniel J. Wolterman

       Director   March 17, 2025

     

    3

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