As filed with the Securities and Exchange Commission on February 26, 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
LEMONADE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization) | 32-0469673 (IRS Employer Identification No.) | |||||||
5 Crosby Street, 3rd Floor
New York, New York 10013
(Address of Principal Executive Offices) (ZIP Code)
LEMONADE, INC. 2020 INCENTIVE AWARD PLAN
(Full title of the plan)
TIM BIXBY
CHIEF FINANCIAL OFFICER
LEMONADE, INC.
5 CROSBY STREET, 3rd FLOOR
NEW YORK, NEW YORK 10013
(Name and address of agent for service)
(844) 733-8666
(Telephone number, including area code, of agent for service)
Copy to:
MARC D. JAFFE
JOHN SLATER
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 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 of 1934, as amended (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 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,636,043 shares of Lemonade, Inc.’s (the “Company” or the “registrant”) Common Stock, par value $0.00001 per share (“Common Stock”), issuable under the Company’s 2020 Incentive Award Plan (the “2020 Plan”), as a result of the operation of an automatic annual increase provision therein, for which Registration Statements of the Company on Forms S-8 (File Nos. 333-239656, 333-254011, 333-266362, 333-270247 and 333-277485) is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Forms S-8 (File Nos. 333-239656, 333-254011, 333-266362, 333-270247 and 333-277485), including any amendments thereto, filed with the Commission and related to the 2020 Plan, are incorporated herein by reference, except as set forth below.
Item 8. Exhibits.
The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. See Exhibit Index below.
| Exhibit Index | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |||||||
| 24.1* | Power of Attorney (included on the signature page hereto) | |||||||
| 99.1 | ||||||||
| 107* | ||||||||
__________________
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 New York, State of New York, on February 26, 2025.
| LEMONADE, INC. | ||||||||
| By | /s/ Daniel Schreiber | |||||||
| Daniel Schreiber | ||||||||
Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints each of Daniel Schreiber and Tim Bixby as such person’s true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person’s substitute or substitutes, lawfully may 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/ Daniel Schreiber | Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors | February 26, 2025 | ||||||||||||
| Daniel Schreiber | ||||||||||||||
/s/ Tim Bixby | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 26, 2025 | ||||||||||||
Tim Bixby | ||||||||||||||
/s/ Shai Wininger | President and Director | February 26, 2025 | ||||||||||||
Shai Wininger | ||||||||||||||
| /s/ Michael Eisenberg | Director | February 26, 2025 | ||||||||||||
| Michael Eisenberg | ||||||||||||||
/s/ Dr. Samer Haj-Yehia | Director | February 26, 2025 | ||||||||||||
Dr. Samer Haj-Yehia | ||||||||||||||
/s/ Debra Schwartz | Director | February 26, 2025 | ||||||||||||
Debra Schwartz | ||||||||||||||
/s/ Maria Angelidis-Smith | Director | February 26, 2025 | ||||||||||||
Maria Angelidis-Smith | ||||||||||||||