As filed with the Securities and Exchange Commission on March 8, 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
The Honest Company, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 90-0750205 |
(State or other jurisdiction of incorporation or organization) | | (IRS employer identification number) |
| 12130 Millennium Drive, #500 | | |
| Los Angeles, California | | 90094 |
| (Address of Principal Executive Offices) | | (Zip Code) |
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Carla Vernón
Chief Executive Officer
12130 Millennium Drive, #500
Los Angeles, California 90094
(888) 862-8818
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
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C. Thomas Hopkins
Siana Lowrey
Cooley LLP
1333 2nd Street, Suite 400
Santa Monica, California 90401 (310) 883-6400 |
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.
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| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
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 (i) 3,825,379 shares of Common Stock, $0.0001 par value per share (the “Common Stock”) of The Honest Company, Inc. (the “Registrant”) issuable pursuant to The Honest Company, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), and (ii) an additional 956,344 shares of Common Stock of the Registrant issuable pursuant to The Honest Company, inc. 2021 Employee Stock Purchase Plan (the “ESPP”). These additional shares of Common Stock are securities of the same class as other securities for which the S-8 Registration Statements (as defined below) were previously filed with the Securities and Exchange Commission (the “Commission”). These additional shares of Common Stock have become reserved for issuance as a result of the operation of an “evergreen” provision of each of the 2021 Plan and ESPP, which provides that the total number of shares subject to each such plan will be increased on the first day of each fiscal year pursuant to a specified formula.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The contents of the earlier registration statements on Form S-8 relating to each of the 2021 Plan and the ESPP, previously filed with the Commission on May 6, 2021 (File No. 333-255848), on March 28, 2022 (File No. 333-263912), and on March 16, 2023 (File No. 333-270621) (the “S-8 Registration Statements”);
(b) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Commission on March 8, 2024 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(c) The Registrant's Current Report on Form 8-K filed with the Commission on March 6, 2024 (as to Item 5.02 only);
(d) The description of the Registrant’s Common Stock contained in a registration statement on Form 8-A/A filed with the Commission on May 3, 2021 (File No. 001-40378) under the Exchange Act as updated by Exhibit 4.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendment or report filed for the purpose of updating such description; and (e) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed below:
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Exhibit
Number | | Exhibit Description |
| | Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40378), filed with the Commission on May 11, 2021). |
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| | Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40378), filed with the Commission on March 16, 2023). |
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| | Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-255150), filed with the Commission on April 26, 2021). |
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| | Description of Capital Stock (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40378), filed with the Commission on March 28, 2022). |
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| | Opinion of Cooley LLP. |
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| | Consent of Independent Registered Public Accounting Firm. |
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| | Consent of Cooley LLP (included in Exhibit 5.1). |
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| | Power of Attorney (included on the signature page of this registration statement). |
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| | The Honest Company, Inc. 2021 Equity Incentive Plan and forms of agreements thereunder (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-255848), filed with the Commission on May 6, 2021). |
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| | The Honest Company, Inc. 2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-255848), filed with the Commission on May 6, 2021). |
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| | Filing Fee Table |
______________
* Filed herewith
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 Los Angeles, State of California on March 8, 2024.
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| | The Honest Company, Inc. |
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| | By: | /s/ Carla Vernón |
| | | Carla Vernón |
| | | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carla Vernón, David Loretta, and Brendan Sheehey and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 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 their or his or her substitutes or 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
/s/ Carla Vernón | | Chief Executive Officer and Director | | March 8, 2024 |
Carla Vernón | | (Principal Executive Officer) | | |
| /s/ Jessica Warren | | Chief Creative Officer and Director | | March 8, 2024 |
| Jessica Warren | | | | |
| /s/ David Loretta | | Executive Vice President, Chief Financial Officer | | March 8, 2024 |
| David Loretta | | (Principal Financial and Accounting Officer) | | |
| /s/ Katie Bayne | | Director | | March 8, 2024 |
| Katie Bayne | | | | |
| /s/ Mike Barkley | | Director | | March 8, 2024 |
| Mike Barkley | | | | |
| /s/ Susan Gentile | | Director | | March 8, 2024 |
| Susan Gentile | | | | |
| /s/ John R. Hartung | | Director | | March 8, 2024 |
| John R. Hartung | | | | |
| /s/ Alissa Hsu Lynch | | Director | | March 8, 2024 |
| Alissa Hsu Lynch | | | | |
| /s/ Andrea Turner | | Director | | March 8, 2024 |
| Andrea Turner | | | | |
| /s/ James D. White | | Director | | March 8, 2024 |
| James D. White | | | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
The Honest Company, Inc.
(Exact name of Registrant as Specified in its Charter)
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| Table 1 – Newly Registered Securities |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock | Other(2) | 3,825,379(3) | $2.92(2) | $11,170,106.68 | 0.00014760 | $1,649 |
| Equity | Common Stock | Other(4) | 956,344(5) | $2.48(4) | $2,371,733.12 | 0.00014760 | $351 |
| Total Offering Amounts | – | $13,541,839.80 | – | $2,000 |
| Total Fees Previously Paid | – | – | – | – |
| Total Fee Offsets | – | – | – | – |
| Net Fee Due | – | – | – | $2,000 |
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock, $0.0001 par value per share (the “Common Stock”) that become issuable under the plans set forth herein 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 Registrant’s Common Stock.
(2) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $2.92 per share, the average of the high and low prices of the Registrant’s Common Stock on March 5, 2024 as reported on the Nasdaq Global Select Market.
(3) Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan automatically increase on January 1st of each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 4.0% of the total number of shares of the Registrant’s Common Stock outstanding on December 31st of the immediately preceding calendar year, and (ii) a lesser number determined by the Registrant’s board of directors.
(4) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 85% of $2.92 per share, the average of the high and low prices of the Registrant’s Common Stock on March 5, 2024 as reported on the Nasdaq Global Select Market. Under the terms of the Registrant's 2021 Employee Stock Purchase Plan (the “ESPP”) the purchase price of the shares of Common Stock issuable thereunder will be 85% of the lower of the fair market value of the Common Stock on the first or last day of the offering period.
(5) Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the Registrant's ESPP, on January 1, 2024 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, the number of shares reserved for issuance under the ESPP automatically increase on January 1st of each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lowest of (i) 1% of the total number of shares of the Registrant's Common Stock outstanding on December 31st of the preceding calendar year and (ii) 3,525,000 shares of Common Stock, or a lesser number determined by the Registrant's board of directors.
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C. Thomas Hopkins
T: +1 310 883 6400
thopkins@cooley.com
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March 8, 2024
The Honest Company, Inc.
12130 Millennium Drive, #500
Los Angeles, CA 90094
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to The Honest Company, Inc., a Delaware corporation (the “Company”) in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 4,781,723 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), consisting of (a) 3,825,379 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (b) 956,344 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s certificate of incorporation and bylaws, each as currently in effect, the Plans and such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or
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Cooley LLP 1333 2nd Street, Suite 400, Santa Monica, CA 90401 t: (310) 883 6400 f: (310) 883 6500 cooley.com
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The Honest Company, Inc.
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supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ C. Thomas Hopkins
C. Thomas Hopkins
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Cooley LLP 1333 2nd Street, Suite 400, Santa Monica, CA 90401 t: (310) 883 6400 f: (310) 883 6500 cooley.com
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Honest Company, Inc. of our report dated March 8, 2024 relating to the financial statements, which appears in The Honest Company's Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 8, 2024
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