Registration No. 333-
As filed with the U.S. Securities and Exchange Commission on March 21, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MongoDB, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 26-1463205 | |||||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1633 Broadway, 38th Floor
New York, NY 10019
(Address of principal executive offices) (Zip code)
MongoDB, Inc. 2016 Equity Incentive Plan
MongoDB, Inc. 2017 Employee Stock Purchase Plan
(Full titles of the plans)
_____________________________________
Dev Ittycheria
President and Chief Executive Officer
MongoDB, Inc.
1633 Broadway, 38th Floor
New York, NY 10019
646-727-4092
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Nicole Brookshire
Davis Polk & Wardwell LLP
450 Lexington Ave
New York, NY 10017
(212) 450-4000
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 | R | Accelerated filer | ¨ | ||||||||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | 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, MongoDB, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) to register (1) 4,023,391 additional shares of its Class A common stock, par value $0.001 per share (the "Common Stock"), under the MongoDB, Inc. 2016 Equity Incentive Plan (the "2016 Plan"), which include shares of Common Stock pursuant to the provisions of the 2016 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2016 Plan on February 1, 2025 and (2) 804,678 additional shares of Common Stock under the MongoDB, Inc. 2017 Employee Stock Purchase Plan (the "2017 ESPP"), pursuant to the provisions of the 2017 ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2017 ESPP on February 1, 2025. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
a.The contents of the Registrant’s Registration Statements on Form S-8 (File No. 333-221028, 333-224058, 333-230661, 333-237570, 333-254592, 333-263701, 333-270654 and 333-277993), filed with the Commission on October 20, 2017, March 30, 2018, April 1, 2019, April 3, 2020, March 22, 2021, March 18, 2022, March 17, 2023, and March 15, 2024 respectively.
b.The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the Commission on March 21, 2025 (the "Annual Report").
c.All other reports of the Registrant filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (b) above (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items).
d.The description of the Common Stock, which is contained in a registration statement on Form 8-A filed on October 10, 2017 (File No. 001-38240) under the Exchange Act, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.4 to the Annual Report.
e.All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-38240 | 3.1 | October 25, 2017 | ||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-38240 | 3.1 | November 20, 2024 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-220557 | 4.1 | October 6, 2017 | ||||||||||||||||||||||||||||
| 4.4 | 8-K | 001-38240 | 3.1 | June 16, 2020 | ||||||||||||||||||||||||||||
| 4.5 | 10-K | 001-38240 | 4.4 | March 15, 2024 | ||||||||||||||||||||||||||||
5.1* | ||||||||||||||||||||||||||||||||
23.1* | ||||||||||||||||||||||||||||||||
23.2* | ||||||||||||||||||||||||||||||||
24.1* | ||||||||||||||||||||||||||||||||
| 99.1 | S-1/A | 333-220557 | 10.2 | October 6, 2017 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-220557 | 10.4 | October 6, 2017 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
* Filed herewith
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 New York, New York, on the 20th day of March, 2025.
MONGODB, INC. | ||||||||
By: | /s/ Dev Ittycheria | |||||||
Name: | Dev Ittycheria | |||||||
Title: | President, Chief Executive Officer and Director | |||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dev Ittycheria and Srdjan Tanjga, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 connection therewith, as fully to 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 any of them, or his, her or their substitute or 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 in the capacities and on the dates indicated.
Signature | Title | Date | ||||||||||||
/s/Dev Ittycheria | President, Chief Executive Officer and Director (Principal Executive Officer) | March 20, 2025 | ||||||||||||
Dev Ittycheria | ||||||||||||||
/s/Srdjan Tanjga | Interim Chief Financial Officer (Principal Financial Officer) | March 20, 2025 | ||||||||||||
Srdjan Tanjga | ||||||||||||||
/s/Thomas Bull | Chief Accounting Officer (Principal Accounting Officer) | March 20, 2025 | ||||||||||||
Thomas Bull | ||||||||||||||
/s/Tom Killalea | Director | March 20, 2025 | ||||||||||||
Tom Killalea | ||||||||||||||
/s/Archana Agrawal | Director | March 20, 2025 | ||||||||||||
Archana Agrawal | ||||||||||||||
/s/Roelof Botha | Director | March 20, 2025 | ||||||||||||
Roelof Botha | ||||||||||||||
/s/Hope Cochran | Director | March 20, 2025 | ||||||||||||
Hope Cochran | ||||||||||||||
/s/Francisco D'Souza | Director | March 20, 2025 | ||||||||||||
Francisco D’Souza | ||||||||||||||
/s/Charles M. Hazard, Jr. | Director | March 20, 2025 | ||||||||||||
Charles M. Hazard, Jr. | ||||||||||||||
| /s/Ann Lewnes | Director | March 20, 2025 | ||||||||||||
| Ann Lewnes | ||||||||||||||
/s/Dwight Merriman | Director | March 20, 2025 | ||||||||||||
Dwight Merriman | ||||||||||||||