As filed with the Securities and Exchange Commission on July 19, 2021.
Registration No. 333-257525
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form S-1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Outbrain Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) | | | 7370 (Primary Standard Industrial Classification Code Number) | | | 20-5391629 (I.R.S. Employer Identification No.) | |
111 West 19th Street
New York, NY 10011
(646) 859-8594
New York, NY 10011
(646) 859-8594
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Yaron Galai
David Kostman
Co-Chief Executive Officers
Outbrain Inc.
111 West 19th Street
New York, NY 10011
(646) 859-8594
David Kostman
Co-Chief Executive Officers
Outbrain Inc.
111 West 19th Street
New York, NY 10011
(646) 859-8594
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Phyllis Korff, Esq. Anna Pinedo, Esq. Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 506-2500 Fax: (212) 262-1910 | | | Veronica Gonzalez, Esq. Outbrain Inc. 111 West 19th Street New York, NY 10011 Tel: (646) 859-8594 Fax (917) 210-2918 | | | David Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001-8602 Tel: (212) 735-3000 Fax (212) 735-2000 | |
Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 company has elected 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 Securities Act. ☒
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form S-1 (File No. 333-257525) of Outbrain Inc. (the “Registration Statement”) is being filed as an exhibits-only filing. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a)
Exhibits.
EXHIBIT INDEX
Exhibit No. | | | Description | |
1.1 | | | | |
3.1** | | | | |
3.2** | | | | |
3.3** | | | | |
3.4 | | | | |
3.5 | | | | |
4.1 | | | | |
4.2** | | | | |
4.3** | | | | |
4.4** | | | | |
4.5** | | | | |
4.6** | | | | |
4.7** | | | | |
4.8** | | | | |
5.1 | | | | |
10.1 | | | | |
10.2** | | | | |
10.3†** | | | | |
10.4† | | | | |
10.5** | | | | |
10.6** | | | | |
10.7** | | | | |
10.8** | | | |
II-1
†
Compensatory plan or agreement.
*
To be filed by amendment.
**
Previously filed.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 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 this 19th day of July 2021.
OUTBRAIN INC.
By:
/s/ Yaron Galai
Name: Yaron Galai
Title: Co-Chief Executive Officer
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on July 19, 2021 in the capacities indicated:
| Signatures | | | Title | | | ||
| /s/ Yaron Galai Yaron Galai | | | Co-Founder and Co-Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | | | ||
| /s/ David Kostman David Kostman | | | Co-Chief Executive Officer and Director | | | ||
| * Ori Lahav | | | Co-Founder, Chief Technology Officer and General Manager, Israel | | | ||
| /s/ Elise Garofalo Elise Garofalo | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | ||
| * Jonathan (Yoni) Cheifetz | | | Director | | | ||
| * Shlomo Dovrat | | | Director | | | ||
| * Arne Wolter | | | Director | | | ||
| * Yoseph (Yossi) Sela | | | Director | | | ||
| * Dominique Vidal | | | Director | | | ||
| * Jonathan Klahr | | | Director | | | ||
| * Ziv Kop | | | Director | | | ||
| By: /s/ Yaron Galai Yaron Galai Attorney-in-Fact | | | | | | | |
II-3