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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Paragon 28 Inc | NYSE:FNA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.06 | -0.80% | 7.43 | 102 | 13:59:53 |
As filed with the Securities and Exchange Commission on March 1, 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
PARAGON 28, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 27-3170186 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
14445 Grasslands Drive Englewood, CO |
80112 | |
(Address of Principal Executive Offices) | (Zip Code) |
2021 Incentive Award Plan
2021 Employee Stock Purchase Plan
(Full Title of the Plans)
Albert DaCosta
Chairman, President & Chief Executive Officer
14445 Grasslands Drive
Englewood, CO 80112
(720) 912-1332
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Charles K. Ruck
B. Shayne Kennedy
J. Ross McAloon
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 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. (Check one):
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 is being filed by Paragon 28, Inc. (the Company or the Registrant) with the Securities and Exchange Commission (the Commission) for the purpose of registering an additional 4,969,526 shares of the Companys common stock, $0.01 par value per share (the common stock), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-260367 and 333-270225) are effective: (i) the 2021 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 4,141,272 shares of common stock on January 1, 2024, and (ii) the 2021 Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 828,254 shares of common stock on January 1, 2024.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the registration statements on Form S-8 (File Nos. 333-260367 and 333-270225) 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
# | Indicates management contract or compensatory plan. |
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 City of Englewood, State of Colorado, on this March 1, 2024.
PARAGON 28, INC. | ||
By: | /s/ Albert DaCosta | |
Name: | Albert DaCosta | |
Title: | Chairman, President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Albert DaCosta, Stephen M. Deitsch and Robert McCormack, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, 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.
Signature |
Title |
Date | ||
/s/ Albert DaCosta Albert DaCosta |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 1, 2024 | ||
/s/ Stephen M. Deitsch Stephen M. Deitsch |
Chief Financial Officer (Principal Financial Officer) |
March 1, 2024 | ||
/s/ Erik Mickelson Erik Mickelson |
Chief Accounting Officer and Controller (Principal Accounting Officer) |
March 1, 2024 | ||
/s/ Quentin Blackford Quentin Blackford |
Director | March 1, 2024 | ||
/s/ Alf Grunwald Alf Grunwald |
Director | March 1, 2024 | ||
/s/ B. Kristine Johnson B. Kristine Johnson |
Director | March 1, 2024 | ||
/s/ Stephen Oesterle, M.D. Stephen Oesterle, M.D. |
Director | March 1, 2024 | ||
/s/ Meghan M. Scanlon Meghan M. Scanlon |
Director | March 1, 2024 | ||
/s/ Thomas Schnettler Thomas Schnettler |
Director | March 1, 2024 | ||
/s/ Kristina Wright Kristina Wright |
Director | March 1, 2024 |
Exhibit 5.1
650 Town Center Drive, 20th Floor | ||||
Costa Mesa, California 92626-1925 | ||||
Tel: +1.714.540.1235 Fax: +1.714.755.8290 | ||||
www.lw.com | ||||
FIRM / AFFILIATE OFFICES | ||||
Austin | Milan | |||
Beijing | Munich | |||
Boston | New York | |||
Brussels | Orange County | |||
Century City | Paris | |||
Chicago | Riyadh | |||
March 1, 2024 | Dubai | San Diego | ||
Düsseldorf | San Francisco | |||
Frankfurt | Seoul | |||
Hamburg | Silicon Valley | |||
Hong Kong | Singapore | |||
Houston | Tel Aviv | |||
London | Tokyo | |||
Los Angeles | Washington, D.C. | |||
Madrid |
Paragon 28, Inc.
14445 Grasslands Drive
Englewood, Colorado 80112
Re: | Registration Statement on Form S-8 with respect to shares of 4,969,526 Common Stock of Paragon 28, Inc., par value $0.01 per share |
To the addressee set forth above:
We have acted as special counsel to Paragon 28, Inc., a Delaware corporation (the Company), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the Commission) of a registration statement on Form S8 (the Registration Statement) under the Securities Act of 1933, as amended (the Act), relating to the issuance of up to 4,969,526 shares of the Companys common stock, par value $0.01 per share (the Shares), which may be issued pursuant to the Companys 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan (together, the Plans). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectuses forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the DCGL), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards
March 1, 2024
Page 2
under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, |
/s/ Latham & Watkins LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2024, relating to the financial statements of Paragon 28, Inc. and the effectiveness of Paragon 28 Inc.s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Paragon 28, Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP |
Denver, Colorado
March 1, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Paragon 28, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
Fees to Be Paid | Equity | Common Stock, $0.01 par value per share |
457(c) and 457(h) |
4,969,526 (3) | $11.87 | $58,988,273.62 | $147.60 per $1,000,000 | $8,706.67 | ||||||||
Fees Previously Paid | ||||||||||||||||
Total Offering Amounts | $58,988,273.62 | $8,706.67 | ||||||||||||||
Total Fees Previously Paid | | |||||||||||||||
Total Fee Offsets (4) | | |||||||||||||||
Net Fee Due | $8,706.67 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants common stock that becomes issuable under the 2021 Incentive Award Plan (as amended, the 2021 Plan) and the 2021 Employee Stock Purchase Plan (as amended, the 2021 ESPP) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrants outstanding shares of common stock. |
(2) | Pursuant to 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of the Registrants common stock as reported on the New York Stock Exchange on February 28, 2024, which date is within five business days prior to filing this Registration Statement. |
(3) | Consists of (i) 4,141,272 additional shares of the Registrants common stock that became available for issuance on January 1, 2024 under the 2021 Plan, by operation of an automatic annual increase provision therein, (ii) 828,254 additional shares of the Registrants common stock that became available for issuance on January 1, 2024 under the 2021 ESPP, by operation of an automatic annual increase provision therein. |
(4) | The Registrant does not have any fee offsets. |
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