As filed with the Securities and Exchange Commission on June 14, 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
LOCAL BOUNTI CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 98-1584830 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
400 W. Main St.
Hamilton, MT 59840
(Address of Principal Executive Offices) (Zip Code)
Local Bounti Corporation Amended and Restated 2021 Equity Incentive Plan
(Full title of the plans)
Craig M. Hurlbert
Chief Executive Officer
400 W. Main St.
Hamilton, MT 59840
(800) 640-4016
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
| Albert W. Vanderlaan, Esq. Orrick Herrington & Sutcliffe LLP 222 Berkeley Street Suite 2000 Boston, MA 02116 (617) 880-1800 |
Margaret McCandless General Counsel Local Bounti Corporation 400 W. Main St. Hamilton, MT 59840 (800) 640-4016 |
Kathleen Valiasek Chief Financial Officer Local Bounti Corporation 400 W. Main St. Hamilton, MT 59840 (800) 640-4016 |
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
Pursuant to General Instruction E of Form S-8, Local Bounti Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 510,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), under the Local Bounti Corporation Amended and Restated 2021 Equity Incentive Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s (i) registration statement on Form S-8 (File No. 333-262325) filed with the Commission on January 24, 2022, (ii) registration statement on Form S-8 (File No. 333-271058) filed with the Commission on March 31, 2023 and (iii) registration statement on Form S-8 (File No. 333-278356) filed with the Commission on March 28, 2024.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement.
| * | Filed herewith. |
2
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 Hamilton, State of Montana, on June 14, 2024.
| Local Bounti Corporation | ||
| By: | /s/ Craig M. Hurlbert | |
| Name: | Craig M. Hurlbert | |
| Title: | Chief Executive Officer and Director | |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kathleen Valiasek and Margaret McCandless, and each or any of them, such individual’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such individual and in such individual’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 to file the same, with all exhibits thereto and all 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 to all intents and purposes as such individual might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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 dates indicated:
| Name | Title | Date | ||
| /s/ Craig M. Hurlbert | Chief Executive Officer and Director | June 14, 2024 | ||
| Craig M. Hurlbert | (Principal Executive Officer) | |||
| /s/ Kathleen Valiasek | Chief Financial Officer | June 14, 2024 | ||
| Kathleen Valiasek | (Principal Financial and Accounting Officer) | |||
| /s/ Travis M. Joyner | Chief Technology Officer and Director | June 14, 2024 | ||
| Travis M. Joyner | ||||
| /s/ Pamela Brewster | Director | June 14, 2024 | ||
| Pamela Brewster | ||||
| /s/ Jennifer Carr-Smith | Director | June 14, 2024 | ||
| Jennifer Carr-Smith | ||||
| /s/ Edward C. Forst | Director | June 14, 2024 | ||
| Edward C. Forst | ||||
| /s/ Mark J. Nelson | Director | June 14, 2024 | ||
| Mark J. Nelson | ||||
| /s/ Matthew Nordby | Director | June 14, 2024 | ||
| Matthew Nordby | ||||