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    SEC Form S-8 filed by PROCEPT BioRobotics Corporation

    2/28/25 6:09:35 AM ET
    $PRCT
    Medical/Dental Instruments
    Health Care
    Get the next $PRCT alert in real time by email
    S-8 1 proceptbiorobotics-2025sx8.htm S-8 Document

    As filed with the Securities and Exchange Commission on February 27, 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
     
    PROCEPT BioRobotics Corporation
    (Exact name of Registrant as specified in its charter)
     
    Delaware 26-0199180
    (State or other jurisdiction of
    incorporation or organization)
     
    (I.R.S. Employer
    Identification Number)
    150 Baytech Drive, San Jose, California
     
    95134
    (Address of Principal Executive Offices) (Zip Code)
    2021 Equity Incentive Award Plan
    2021 Employee Stock Purchase Plan
    (Full Title of the Plan)
    Reza Zadno, Ph.D.
    Chief Executive Officer
    150 Baytech Drive
    San Jose, California 95134
    (650) 232-7200
    (Name, address, including zip code, and telephone number, including area code, of agent for service)
    Copies to:
    Alaleh Nouri
    Chief Legal Officer
    Jonathan Stone
    Associate General Counsel
    150 Baytechd Drive
    San Jose, California 95134
    (650) 232-7200
    B. Shayne Kennedy
    Drew Capurro
    Latham & Watkins LLP
    650 Town Center Drive, 20th Floor
    Costa Mesa, California 92626
    (714) 540-1235
     
    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 with the Securities and Exchange Commission for the purpose of registering an additional 3,282,387 shares of common stock, par value $0.00001 per share, of PROCEPT BioRobotics Corporation (the “Registrant”), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-259586, 333-264758, 333-270113 and 333-277461) are effective: (i) the 2021 Equity Incentive Award Plan which, as a result of an automatic annual increase provision therein, added 2,735,323 shares of common stock, and (ii) the 2021 Employee Stock Purchase Plan which, as a result of the operation of an annual increase provision therein, added 547,064 shares of common stock.
    Pursuant to General Instruction E to Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

    Item 8. Exhibits.
    Exhibit
    Number
    Exhibit DescriptionForm
    Incorporated by Reference Date
    Number
    Filed
    Herewith
    4.1
    Amended and Restated Certificate of Incorporation,
    8-K
    09/21/21
    3.1
    4.2
    Amended and Restated Bylaws
    8-K
    09/21/21
    3.2
    5.1
    Opinion of Latham & Watkins LLP
    X
    23.1
    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
    X
    23.2
    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
    X
    24.1
    Power of Attorney (included on signature page)
    X
    99.1
    2021 Equity Incentive Award Plan
    S-1/A09/08/2110.11
    99.1(a)
    Form of Option Agreement under the 2021 Equity Incentive Award Plan
    S-1/A09/08/21
    10.11(a)
    99.1(b)
    Form of RSU Agreement under the 2021 Equity Incentive Award Plan
    S-1/A09/08/2110.11(b)
    99.1(c)
    Form of PSU Agreement under the 2021 Equity Incentive Award Plan
    10-Q
    05/02/24
    10.2
    99.2
    2021 Employee Stock Purchase Plan
    S-1/A09/08/2110.12
    107
    Fee Filing Table
    X



    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 San Jose, State of California, on this 27th day of February, 2025.
    PROCEPT BioRobotics Corporation
    By:/s/ Reza Zadno
    Reza Zadno, Ph.D.
    Chief Executive Officer
    POWER OF ATTORNEY
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Reza Zadno and Kevin Waters, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her 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 this registration statement, 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, may lawfully do or cause to be done by virtue hereof.



    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 date indicated.
    SignatureTitleDate
    /s/ Reza Zadno
    President, Director and Chief Executive Officer
    February 27, 2025
    Reza Zadno, Ph.D.(Principal Executive Officer)
    /s/ Kevin Waters
    EVP, Chief Financial Officer
    February 27, 2025
    Kevin Waters(Principal Financial and Accounting Officer)
    /s/ Thomas M. Prescott
    Director and Chair of the Board
    February 27, 2025
    Thomas M. Prescott
    /s/ Antal DesaiDirector
    February 27, 2025
    Antal Desai
    /s/ Amy DodrillDirector
    February 27, 2025
    Amy Dodrill
    /s/ Mary Garrett
    Director
    February 27, 2025
    Mary Garrett
    /s/ Taylor HarrisDirector
    February 27, 2025
    Taylor Harris
    /s/ Elisabeth Little
    Director
    February 27, 2025
    Elisabeth Little
    /s/ Frederic Moll, M.D.
    Director
    February 27, 2025
    Frederic Moll, M.D.
    /s/ Larry Wood
    Director
    February 27, 2025
    Larry Wood

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