As filed with the Securities and Exchange Commission on March 28, 2022
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Progenity, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware |
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27-3950390 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
4330 La Jolla Village Drive, Suite 300
San Diego, CA 92122
(Address of Principal Executive Offices, Zip Code)
Progenity, Inc. 2021 Inducement Plan
Progenity, Inc. 2018 Equity Incentive Plan (Fourth Amended and Restated)
(Full title of the plans)
Adi Mohanty
Chief
Executive Officer
Progenity, Inc.
4330 La Jolla Village Drive, Suite 300
San Diego, CA 92122
(Name
and address of agent for service)
(855) 293-2639
(Telephone number, including area code, of agent for service)
Copies to:
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Clarke W. Neumann
General Counsel
Progenity, Inc. 4330 La
Jolla Village Drive, Suite 300 San Diego, CA 92122
(855) 293-2639 |
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Stephen W. Fackler
Gibson, Dunn & Crutcher, LLP
1881 Page Mill Road Palo
Alto, CA 94304-1203 (650) 849-5385 |
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 |
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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. ☐