As filed with the Securities and Exchange Commission on August 6, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
WAITR HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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26-3828008
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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214 Jefferson Street, Suite 200
Lafayette, Louisiana 70501
337-534-6881
(Address, including zip code, of Registrants principal executive offices)
Waitr Holdings Inc.
Amended and Restated 2018 Omnibus Incentive Plan
(Full title of the plans)
Leo Bogdanov
Chief
Financial Officer
214 Jefferson Street, Suite 200
Lafayette, Louisiana 70501
337-534-6881
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JC
Anderson
Lathrop GPM LLP
80 South Eighth Street
500 IDS Center
Minneapolis, MN 55402
(212) 632-3230
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 definitions of large accelerated filer,
accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(3)
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Common stock, par value $0.0001 per share (4)
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25,530,736
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$5.28
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$134,802,286.08
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$17,497.34
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(1)
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Pursuant to Rule 416 promulgated under 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 become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of
consideration that increases the number of outstanding shares of the Registrants common stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and
Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Select
Market on July 31, 2020.
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(3)
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Calculated by multiplying the estimated aggregate offering price of the securities being registered by
0.0001298.
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(4)
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Represents additional shares of common stock that have or will become available for issuance under the Waitr
Holdings Inc. 2018 Omnibus Incentive Plan.
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