As filed with the Securities and Exchange Commission on February 25, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Olo Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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20- 2971562
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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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285 Fulton Street
One World Trade Center, 82nd Floor
New York, NY 10007
(Address of principal executive offices) (Zip code)
Olo Inc. 2021 Equity Incentive Plan
Olo Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Noah H. Glass
Chief Executive Officer (Principal Executive Officer)
285 Fulton Street
One World Trade Center, 82nd Floor
New York, NY 10007
(212) 260-0895
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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John J. Egan, III
Edwin M. O’Connor
Andrew R. Pusar
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
(212) 813-8800
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Robert Morvillo
Chief Legal Officer
and Corporate
Secretary
Olo Inc.
285 Fulton Street
One World Trade
Center, 82nd Floor
New York, NY 10007
(212) 260-0895
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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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☐ |
Accelerated filer
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☒ |
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Non-accelerated filer
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☐ |
Smaller reporting company
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☐ |
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Emerging growth company
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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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Olo Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 ("Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (i) 8,297,143
additional shares of its Class A common stock, par value $0.001 per share (“Class A Common Stock”) under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in
the number of shares of Class A Common Stock reserved and available for issuance under the 2021 Plan on January 1, 2025, and (ii) 1,156,356 additional shares of Class A Common Stock under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021
ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2021 ESPP on January 1, 2025.
In accordance with General Instruction E to Form S-8, except for Item 8 “Exhibits”, this Registration Statement incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on March 17,
2021 (File No. 333-254375), February 25, 2022 (File No. 333-263055), February 24, 2023 (File No. 333-270015), and February 21, 2024 (File No. 333-277225) (together, the “Prior Registration Statements”). The securities registered by this Registration
Statement are of the same class as the other securities for which the previous Registration Statements were filed.
PART II
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ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2024, filed with the
Commission on February 25, 2025.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not
deemed to be filed).
(c) The description of the Class A Common Stock which is contained in
Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2021, which was filed with the SEC on February 25, 2022, including any amendment or report filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on
such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be 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 subsequently filed document that also is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made a part hereof.
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Incorporated by Reference
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Exhibit
Number
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Description
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Schedule
Form
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File Number
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Exhibit
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Filing Date
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4.1
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8-K
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001-40213
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3.1
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March 22, 2021
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4.2
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8-K
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001-40213
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3.1
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June 26, 2024
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4.3
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8-K
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001-40213
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3.2
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March 22, 2021
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4.4
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S-1/A
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333-253314
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4.1
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March 8, 2021
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5.1*
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23.1*
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23.3*
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24.1*
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99.1
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S-1/A
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333-253314
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10.7
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March 15, 2021
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99.2
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S-1/A
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333-253314
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10.17
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March 15, 2021
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99.3
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S-1/A
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333-253314
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10.10
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March 8, 2021
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99.4
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S-1/A
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333-253314
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10.11
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March 8, 2021
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99.5
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10-Q
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001-40213
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10.2
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May 9, 2023
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107
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*Filed herewith
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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 New York, State of New York, on this 25th day of February 2025.
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OLO INC.
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By:
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/s/ Noah H. Glass |
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Name:
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Noah H. Glass
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Noah Glass and Peter Benevides, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of
substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 his, her 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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| /s/ Noah Glass |
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Chief Executive Officer and Director
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February 25, 2025
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Noah Glass
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(Principal Executive Officer)
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| /s/ Peter Benevides |
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Chief Financial Officer
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February 25, 2025
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Peter Benevides
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(Principal Financial and Accounting Officer)
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| /s/ Brandon Gardner |
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Director
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February 25, 2025
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Brandon Gardner
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| /s/ David Frankel |
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Director
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February 25, 2025
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David Frankel
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| /s/ Lee Kirkpatrick |
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Director
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February 25, 2025
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Lee Kirkpatrick
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| /s/ Daniel Meyer |
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Director
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February 25, 2025
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Daniel Meyer
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| /s/ Colin Neville |
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Director
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February 25, 2025
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Colin Neville
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| /s/ David Cancel |
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Director
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February 25, 2025
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David Cancel
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| /s/ Linda Rottenberg |
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Director
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February 25, 2025
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Linda Rottenberg
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| /s/ Zuhairah Washington |
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Director
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February 25, 2025
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Zuhairah Washington
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Exhibit 5.1
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Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 212 813 8800
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February 25, 2025
Olo Inc.
285 Fulton Street
One World Trade Center, 82nd Floor
New York, NY 10007
Re: Securities Being Registered under Registration Statement on
Form S-8
We have acted as counsel to Olo Inc., a Delaware corporation (the “Company”) in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant
to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 9,453,499 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), consisting of (a) 8,297,143 shares of Class A Common Stock that may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (b) 1,156,356 shares of Class A Common Stock that may be issued pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP” and together with the 2021 Plan, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have
relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares,
when added to the number of shares of Class A Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Class A Common Stock authorized by the Company’s certificate of incorporation, as amended.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the
terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815
(Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER 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 reports dated February 25, 2025, relating to the
financial statements of Olo Inc., and the effectiveness of Olo Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Olo Inc. for the year ended December 31, 2024.
/s/ Deloitte & Touche LLP
New York, New York
February 25, 2025
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Olo Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Newly Registered Securities
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Security
Type
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Security Class
Title
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Fee
Calculation
Rule
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Amount
to be
Registered(1)
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Proposed Maximum Offering
Price Per
Unit
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Maximum
Aggregate
Offering Price
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Fee Rate
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Amount of Registration
Fee
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Equity
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Class A Common
Stock, par value
$0.001 per share,
2021 Equity
Incentive Plan
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Other(2)
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8,297,143(4)
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$7.01
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$58,162,972.43
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$0.00015310
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$8,904.75
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Equity
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Class A Common
Stock, par value
$0.001 per share,
2021 Employee
Stock Purchase
Plan
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Other(3)
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1,156,356(5)
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$5.96
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$6,891,881.76
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$0.00015310
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$1,055.15
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Total Offering Amounts
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–
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$65,054,854.19
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–
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$9,959.90
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Total Fees Previously Paid
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–
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–
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–
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–
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Total Fee Offsets
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–
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–
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–
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–
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Net Fee Due
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–
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–
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–
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$9,959.90
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(1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A 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 that results in an increase to the number of outstanding shares of the
Registrant’s Class A Common Stock.
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(2) |
Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of
the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on February 21, 2025.
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(3) |
Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of
the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on February 21, 2025, multiplied by 85.0%. Pursuant to the 2021 ESPP, the purchase price of Class A Common Stock reserved for issuance thereunder will not be
less than the lesser of 85% of the fair market value of Class A Common Stock on the Offering Date (as defined in the 2021 ESPP) or the applicable Purchase Date (as defined in the 2021 ESPP).
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(4) |
Represents an automatic annual increase equal to 5.0% of the total number of shares of the Registrant’s Class A Common Stock and Class B Common Stock outstanding on
December 31 of the preceding year, which annual increase is provided by the 2021 Plan.
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(5) |
Represents an automatic increase equal to 1.0% of the total number of shares of the Registrant’s Class A Common Stock outstanding on December 31 of the preceding year,
which annual increase is provided by the 2021 ESPP.
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