As filed with the U.S. Securities and Exchange Commission on February 25, 2025
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Enovix Corporation
(Exact name of registrant as specified in its charter)


Delaware85-3174357
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3501 W. Warren Avenue
Fremont, CA 94538
(Address of principal executive offices, including zip code)

Enovix Corporation 2021 Equity Incentive Plan
Enovix Corporation 2021 Employee Stock Purchase Plan
(Full titles of the plans)

Arthi Chakravarthy
Chief Legal Officer
Enovix Corporation
3501 W. Warren Avenue
Fremont, CA 94538
Telephone: (510) 695-2350
(Name, address and telephone number, including area code, of agent for service)

Copies to:


Michael Penney
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, NY 10019

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    x
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
Enovix Corporation (the “Registrant”) is filing this Registration Statement for the purpose of registering (i) an additional 7,622,538 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) an additional 1,905,634 shares of Common Stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The shares of Common Stock being registered pursuant to this Registration Statement are the same class as, and in addition to, other securities for which the Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2021 (File No. 333-259730), August 24, 2022 (File No. 333-267050), August 9, 2023 (File 333-273847), and August 5, 2024 (File 333-281261) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2021 Plan and the 2021 ESPP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant is incorporating by reference into this Registration Statement the filings listed below and any additional documents that the Registrant may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, except the Registrant is not incorporating by reference any information that is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section (including documents or information deemed furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 as an exhibit thereto), unless the report or filing containing such information indicates that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement:
(a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 25, 2025;
(b)    the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2025; and
(c)    the description of the Registrant’s Common Stock that is contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, including any amendment or supplements thereto.
Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or 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.
1


ITEM 8.    EXHIBITS
Incorporated by Reference
Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date
4.18-K001-397533.1July 19, 2021
4.28-K001-397533.2July 19, 2021
4.3S-4/A333-2539764.5June 21, 2021
5.1*
23.1*
23.2*
24.1*
99.18-K001-3975310.2July 19, 2021
99.2S-4/A333-25397610.11June 21, 2021
99.3S-4/A333-25397610.12June 21, 2021
99.410-Q001-3975310.1August 16, 2022
99.510-Q001-3975310.7May 5, 2023
99.68-K001-3975310.5July 19, 2021
99.710-Q001-3975310.2May 7, 2024
107*

* Filed herewith.


3

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 Fremont, State of California, on this 25th day of February, 2025.
   ENOVIX CORPORATION
    
By:
/s/ Raj Talluri
   
Dr. Raj Talluri
President and Chief Executive Officer




4

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Raj Talluri and Kristina Truong, and each of them, as their true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for them and in their 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 they might or could do in person, hereby ratifying and confirming all that said 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.
SignatureTitleDate
/s/ Raj Talluri
President and Chief Executive Officer and Director
(Principal Executive and Financial Officer)
February 25, 2025
Dr. Raj Talluri

/s/ Kristina Truong
Chief Accounting Officer
(Principal Accounting Officer)
February 25, 2025
Kristina Truong

/s/ Thurman John RodgersChairman of the Board of Directors
February 25, 2025
Thurman John Rodgers

/s/ Betsy AtkinsDirector
February 25, 2025
Betsy Atkins

/s/ Pegah EbrahimiDirector
February 25, 2025
Pegah Ebrahimi

/s/ Bernard GutmannDirector
February 25, 2025
Bernard Gutmann

/s/ Joseph MalchowDirector
February 25, 2025
Joseph Malchow

/s/ Gregory ReichowDirector
February 25, 2025
Gregory Reichow



5
S-8 S-8 EX-FILING FEES 0001828318 Enovix Corp Fees to be Paid Fees to be Paid 0001828318 2025-02-25 2025-02-25 0001828318 1 2025-02-25 2025-02-25 0001828318 2 2025-02-25 2025-02-25 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Enovix Corp

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, par value $0.0001 per share, Enovix Corporation 2021 Equity Incentive Plan Other 7,622,538 $ 11.53 $ 87,887,863.14 0.0001531 $ 13,455.63
2 Equity Common Stock, par value $0.0001 per share, Enovix Corporation 2021 Employee Stock Purchase Plan Other 1,905,634 $ 9.80 $ 18,675,213.20 0.0001531 $ 2,859.18

Total Offering Amounts:

$ 106,563,076.34

$ 16,314.81

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 16,314.81

Offering Note

1

(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 common stock, par value $0.0001 per share ("Common Stock"), of Enovix Corporation (the "Registrant") that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock, as applicable. (2) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $11.53 per share, which is the average of the high and low prices of Common Stock, as reported on the Nasdaq Global Select Market on February 21, 2025. (3) Represents an automatic annual increase on January 1, 2025 to the number of shares available for issuance pursuant to the Registrant's 2021 Equity Incentive Plan (the "2021 Plan") in an amount equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 Plan.

2

(4) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of Common Stock, as reported on the Nasdaq Global Select Market on February 21, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Registrant's 2021 Employee Stock Purchase Plan (the "2021 ESPP"). (5) Represents an automatic annual increase on January 1, 2025 to the number of shares available for issuance pursuant to the 2021 ESPP in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding year and (ii) 2,000,000 shares of Common Stock, which annual increase is provided by the 2021 ESPP.

Exhibit 5.1
imagea.jpg
February 25, 2025
Enovix Corporation
3501 W. Warren Avenue
Fremont, CA 94538

Re:    Enovix Corporation - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Enovix Corporation, a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 9,528,172 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 7,622,538 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 1,905,634 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP,” together with the 2021 Plan, the “Plans”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinions set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents (other than the Company) had the power, corporate or other, to enter into and perform all obligations thereunder, that all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto and that all such documents constitute the valid and binding obligation of each party thereto (other than the Company) enforceable against each such party in accordance with their terms. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street | New York, NY 10019-9710 | www.arnoldporter.com

image_0a.jpg
Page 2

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized, and when issued and delivered by the Company in connection with awards granted under the Plans in accordance with the terms and conditions set forth in the Plans, subject to the full payment of the exercise price therefor (if any), the Shares will be validly issued, fully paid and non-assessable.
The opinions expressed herein are based solely upon the General Corporation Law of the State of Delaware (including the statutory provisions contained therein, the applicable rules and regulations underlying these provisions and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, rules, regulations or ordinances.
The opinions set forth above are limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated. The foregoing opinions are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any acts, events, facts or circumstances occurring after the date hereof or which may hereafter come to our attention, or any change in the law which may hereafter occur.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.

Very truly yours,
/s/ Arnold & Porter Kaye Scholer LLP







Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2025 relating to the financial statements of Enovix Corporation and subsidiaries and the effectiveness of Enovix Corporation and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Enovix Corporation for the year ended December 29, 2024.


/s/ Deloitte & Touche LLP
San Jose, California
February 25, 2025

v3.25.0.1
Submission
Feb. 25, 2025
Submission [Line Items]  
Central Index Key 0001828318
Registrant Name Enovix Corp
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 25, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.0001 per share, Enovix Corporation 2021 Equity Incentive Plan
Amount Registered | shares 7,622,538
Proposed Maximum Offering Price per Unit 11.53
Maximum Aggregate Offering Price $ 87,887,863.14
Fee Rate 0.01531%
Amount of Registration Fee $ 13,455.63
Offering Note (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 common stock, par value $0.0001 per share ("Common Stock"), of Enovix Corporation (the "Registrant") that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock, as applicable. (2) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $11.53 per share, which is the average of the high and low prices of Common Stock, as reported on the Nasdaq Global Select Market on February 21, 2025. (3) Represents an automatic annual increase on January 1, 2025 to the number of shares available for issuance pursuant to the Registrant's 2021 Equity Incentive Plan (the "2021 Plan") in an amount equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 Plan.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.0001 per share, Enovix Corporation 2021 Employee Stock Purchase Plan
Amount Registered | shares 1,905,634
Proposed Maximum Offering Price per Unit 9.80
Maximum Aggregate Offering Price $ 18,675,213.20
Fee Rate 0.01531%
Amount of Registration Fee $ 2,859.18
Offering Note (4) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of Common Stock, as reported on the Nasdaq Global Select Market on February 21, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Registrant's 2021 Employee Stock Purchase Plan (the "2021 ESPP"). (5) Represents an automatic annual increase on January 1, 2025 to the number of shares available for issuance pursuant to the 2021 ESPP in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding year and (ii) 2,000,000 shares of Common Stock, which annual increase is provided by the 2021 ESPP.
v3.25.0.1
Fees Summary
Feb. 25, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 106,563,076.34
Total Fee Amount 16,314.81
Total Offset Amount 0.00
Net Fee $ 16,314.81
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