NVRO Nevro Corp

As filed with the Securities and Exchange Commission on February 23, 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

NEVRO CORP.

(Exact name of registrant as specified in its charter)

Delaware		56-2568057
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1800 Bridge Parkway

Redwood City, CA 94065

(Address of Principal Executive Offices) (Zip Code)

2014 Equity Incentive Award Plan

(Full title of the plan)

Kevin Thornal

Chief Executive Officer

Nevro Corp.

1800 Bridge Parkway

Redwood City, CA 94065

(Name and address of agent for service)

(650) 251-0005

(Telephone number, including area code, of agent for service)

 

 

 

---

Copies to:
Phillip S. Stoup, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600		Kashif Rashid, Esq. General Counsel Nevro Corp. 1800 Bridge Parkway Redwood City, CA 94065 (650) 251-0005

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 for the purpose of registering an additional 1,454,458 shares of the Nevro Corp’s (the “Registrant”) common stock, par value $0.001 per share, issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-200145, 333-202857, 333-209816, 333-216206, 333-223159, 333-229778, 333-236632, 333-253467, 333-262936 and 333-269878) are effective: the 2014 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,454,458 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON

FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (File Nos. 333-200145, 333-202857, 333-209816, 333-216206, 333-223159, 333-229778, 333-236632, 333-253467, 333-262936, and 333-269878) are incorporated by reference herein.

EXHIBIT INDEX

 

Exhibit Number

Description of Document

Incorporated by Reference

Filed Herewith

Form

Date

Number

4.1

Amended and Restated Certificate of Incorporation.

8-K

11/12/2014

3.1

4.1(b)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nevro Corp.

8-K

5/24/2019

3.1

4.2

Amended and Restated Bylaws.

8-K

11/12/2014

3.2

4.2(b)

Amendment to Amended and Restated Bylaws of Nevro Corp.

8-K

5/24/2019

3.2

4.3

Form of Common Stock Certificate.

S-1/A

10/27/2014

4.2

5.1

Opinion of Latham & Watkins LLP.

X

23.1

Consent of Independent Registered Public Accounting Firm.

X

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

X

24.1

Power of Attorney. Reference is made to the signature page to the Registration Statement.

X

99.1(a)#

Nevro Corp. 2014 Equity Incentive Award Plan.

S-8

11/12/2014

99.2(a)

99.1(b)#

Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.

S-1/A

10/10/2014

10.9(b)

99.1(c)#

Form of Restricted Stock Award Agreement and Restricted Stock Award Grant Notice under the 2014 Equity Incentive Award Plan.

S-1/A

10/10/2014

10.9(c)

99.1(d)#

Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2014 Equity Incentive Award Plan.

S-1/A

10/10/2014

10.9(d)

99.1(e)#

Form of Performance Stock Award Agreement and Performance Stock Award Grant Notice under the 2014 Equity Incentive Award Plan.

10-Q

5/5/2020

10.1

99.2#

Nevro Corp. 2014 Employee Stock Purchase Plan.

S-8

11/12/2014

99.3

107.1

Filing Fee Table.

X

#	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 the City of Redwood City, State of California, on this 23rd day of February, 2024.

 

NEVRO CORP.
By:		KEVIN THORNAL
Name:		Kevin Thornal
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kevin Thornal and Roderick H. MacLeod, and each of them, as attorneys-in-fact, each with the power of substitution, for him or her and 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 the same, with all exhibits thereto and all documents in connection therewith, with the 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ KEVIN THORNAL Kevin Thornal		President and Chief Executive Officer (Principal Executive Officer)		February 23, 2024
/s/ RODERICK H. MACLEOD Roderick H. MacLeod		Chief Financial Officer (Principal Financial Officer)		February 23, 2024
/s/ RICHARD B. CARTER Richard B. Carter		Chief Accounting Officer (Principal Accounting Officer)		February 23, 2024
/s/ D. KEITH GROSSMAN		Non-Executive Chairman		February 23, 2024
D. Keith Grossman
/s/ MICHAEL DEMANE Michael DeMane		Lead Director		February 23, 2024
/s/ FRANK FISCHER Frank Fischer		Director		February 23, 2024
/s/ KIRT P. KARROS Kirt P. Karros		Director		February 23, 2024
/s/ SRI KOSARAJU Sri Kosaraju		Director		February 23, 2024
/s/ SHAWN T MCCORMICK Shawn T McCormick		Director		February 23, 2024
/s/ KEVIN O’BOYLE Kevin O’Boyle		Director		February 23, 2024
/s/ KAREN PRANGE		Director		February 23, 2024
Karen Prange

---

Signature		Title		Date
/s/ SUSAN E. SIEGEL		Director		February 23, 2024
Susan E. Siegel
/s/ ELIZABETH WEATHERMAN Elizabeth Weatherman		Director		February 23, 2024

---

		FIRM / AFFILIATE OFFICES
		Austin	Milan
		Beijing	Munich
		Boston	New York
		Brussels	Orange County
		Century City	Paris
		Chicago	Riyadh
February 23, 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

Nevro Corp.

1800 Bridge Parkway

Redwood City, CA 94065

 

Re: Registration Statement on Form S-8; 1,454,458 shares of Common Stock of Nevro Corp., par value $0.001 per share

 

To the addressee set forth above:

We have acted as special counsel to Nevro Corp., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 1,454,458 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), consisting of 1,454,458 shares of Common Stock (the “2014 Plan Shares”) issuable under the Company’s 2014 Equity Incentive Award Plan (the “2014 Plan”). The 2014 Plan Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2024 (the “Registration Statement”). 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 related prospectuses, other than as expressly stated herein with respect to the issuance of the 2014 Plan 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 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 as to the General Corporation Law of the State of Delaware (the “DGCL”), 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 2014 Plan Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company for legal consideration not less than par value in the circumstances contemplated by the 2014 Plan, assuming in each case that the individual issuances, grants or awards under the 2014 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 2014 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the 2014 Plan Shares will have been duly authorized by all necessary corporate action of the Company, and the 2014 Plan 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

---

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Nevro Corp. of our report dated February 23, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Nevro Corp.'s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP
San Jose, CA
February 23, 2024

 

---

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Nevro Corp.

(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 (3)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.001 par value per share	457(c) and 457(h)	1,454,458 (2)	$15.88	$23,096,793.04	$147.60 per $1,000,000	$3,409.09
Total Offering Amounts					$23,096,793.04		$3,409.09
Total Fee Offsets (4)							–
Net Fee Due							$3,409.09

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the common stock of Nevro Corp. (the “Registrant”) that become issuable under the 2014 Equity Incentive Award Plan (the “2014 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

 

(2)	Represents the additional shares of common stock available for future issuance under the 2014 Plan resulting from an annual increase as of January 1, 2024.

 

(3)	This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported on The New York Stock Exchange on February 22, 2024, which is $15.88.

 

(4)	The Registrant does not have any fee offsets.

 

 

---

---