As filed with the Securities and Exchange Commission on March 8, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXPENSIFY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 27-0239450 | ||||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
401 SW 5th Ave
Portland, Oregon 97204
(Address, including zip code of Principal Executive Offices)
Expensify, Inc. 2021 Incentive Award Plan
Expensify, Inc. 2021 Stock Purchase and Matching Plan
(Full title of the plan)
Ryan Schaffer
Chief Financial Officer
401 SW 5th Ave
Portland, Oregon 97204
Telephone: (971) 365-3939
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Tad J. Freese
Alexa M. Berlin
Benjamin A. Potter
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
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 (this “Registration Statement”) is being filed with the Securities and Exchange Commission for the purpose of registering an additional 9,829,203 shares of Class A common stock, par value $0.0001 per share, of Expensify, Inc. (the “Registrant”), 4,883,441 of which became available for issuance on January 1, 2022 and 4,945,762 of which became available for issuance on January 1, 2023, pursuant to the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-260933) is effective: (i) the Expensify Inc. 2021 Incentive Award Plan and (ii) the Expensify Inc. 2021 Stock Purchase and Matching Plan.
Pursuant to General Instruction E of Form S-8, the contents of the above referenced registration statement 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 Index | |||||||
4.1 | ||||||||
4.2 | ||||||||
4.3 | ||||||||
5.1* | ||||||||
23.1* | ||||||||
23.2* | ||||||||
24.1* | ||||||||
99.1 | ||||||||
99.2 | ||||||||
99.3 | ||||||||
99.4 | ||||||||
99.5 | ||||||||
107.1* |
* Filed herewith.
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on March 8, 2023.
EXPENSIFY, INC. | |||||
By | /s/ David Barrett | ||||
David Barrett | |||||
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Barrett and Ryan Schaffer, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and resubstitution, 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||||||||||
/s/ David Barrett | Chief Executive Officer and Director (Principal Executive Officer) | March 8, 2023 | ||||||||||||
David Barrett | ||||||||||||||
/s/ Ryan Schaffer | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | March 8, 2023 | ||||||||||||
Ryan Schaffer | ||||||||||||||
/s/ Anuradha Muralidharan | Director | March 8, 2023 | ||||||||||||
Anuradha Muralidharan | ||||||||||||||
/s/ Daniel Vidal | Director | March 8, 2023 | ||||||||||||
Daniel Vidal | ||||||||||||||
/s/ Jason Mills | Director | March 8, 2023 | ||||||||||||
Jason Mills | ||||||||||||||
/s/ Tim Christen | Director | March 8, 2023 | ||||||||||||
Tim Christen | ||||||||||||||
/s/ Ellen Pao | Director | March 8, 2023 | ||||||||||||
Ellen Pao | ||||||||||||||
/s/ Ying (Vivian) Liu | Director | March 8, 2023 | ||||||||||||
Ying (Vivian) Liu |