XPER Xperi Inc

As filed with the Securities and Exchange Commission on February 27, 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

 

XPERI INC.

(Exact name of registrant as specified in its charter)

Delaware		83-4470363
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2190 Gold Street

San Jose, California 95002

(408) 519-9100

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

 

Xperi Inc. 2022 Equity Incentive Plan

(Full title of the plan)

 

Becky Marquez

Chief Legal Officer

Xperi Inc.

2190 Gold Street

San Jose, California 95002

(408) 519-9100

(Name and address, including zip code, and telephone

number, including area code, of agent for service)

 

Copies to:

Jenna B. Cooper, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

 

 

 

 

 

 

 

 

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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:

 

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. ☐

 

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EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,310,539 shares of common stock, par value $0.001 per share (the “Common Stock”), of Xperi Inc. (the “Registrant”), issuable under the following employee benefit plan for which registration statements of the Registrant on Form S-8 (File Nos. 333-267703 and 333-270722) are effective: the Xperi Inc. 2022 Equity Incentive Plan.

 

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

 

Item 8. Exhibits.

 

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2022).
4.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xperi Inc., dated May 29, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 31, 2024).
4.3	Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024) (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2024).
5.1*	Opinion of Latham & Watkins LLP.
23.1*	Consent of of PricewaterhouseCoopers LLP.
23.2*	Consent of Deloitte & Touche LLP
23.3*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature pages hereto)
99.1	Xperi Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to the Registrant's Registration Statement on Form 10 filed with the Commission on August 26, 2022).
107.1*	Filing Fee Table.

 

* Filed herewith.

 

 

 

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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 San Jose, State of California, on this 27th day of February, 2025.

 

Xperi Inc.

 

By:/s/ Robert Andersen

Robert Andersen

Chief Financial Officer

 

SIGNATURES AND POWER OF ATTORNEY

 

BE IT KNOWN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint Jon Kirchner and Robert Andersen as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, 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 attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.

 

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 held on the dates indicated.

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Signature		Title	Date
/s/ Jon Kirchner		Chief Executive Officer and Director (Principal Executive Officer)	February 27, 2025
Jon Kirchner
/s/ Robert Andersen		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 27, 2025
Robert Andersen
/s/ Dave Habiger		Chairman of the Board of Directors	February 27, 2025
Dave Habiger
/s/ Christopher A. Seams		Director	February 27, 2025
Christopher A. Seams
/s/ Darcy Antonellis		Director	February 27, 2025
Darcy Antonellis
/s/ Laura Durr		Director	February 27, 2025
Laura Durr
/s/ Jeremi T. Gorman		Director	February 27, 2025
Jeremi T. Gorman
/s/ Roderick K. Randall		Director	February 27, 2025
Roderick K. Randall

 

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February 27, 2025 Exhibit 5.1

 

 

 

 

 

Xperi Inc.

2190 Gold Street

San Jose, California 95002

 

Re: Registration Statement on Form S-8 with respect to shares of common stock of Xperi Inc.

To the addressee set forth above:

We have acted as special counsel to Xperi Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the

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issuance of up to an aggregate of 3,310,539 shares of common stock of the Company, par value $0.001 per share (the “Shares”) which may be issued pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). 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 prospectuses forming a part thereof, other than as expressly stated herein with respect to the issuance of the 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 the foregoing and 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 only as to the General Corporation Law of the State of Delaware, as amended (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 Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2022 Plan, assuming in each case that the individual issuances, grants or awards under the 2022 Plan 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 2022 Plan (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and non-assessable. 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

 

 

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Xperi Inc. of our report dated March 1, 2024, except for the change in the manner in which the Company accounts for segments discussed in Note 2 to the consolidated financial statements, as to which the date is February 27, 2025 relating to the financial statements, which appears in Xperi Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

 

/s/ PricewaterhouseCoopers LLP

 

San Jose, California

February 27, 2025

 

 

 

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Exhibit 23.2

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 27, 2025, relating to the financial statements of Xperi Inc. (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2024.

 

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 27, 2025

 

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Exhibit 107.1

 

Calculation of Filing Fee Table

Form S-8

(Form Type)

Xperi Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Plan	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
2022 Equity Incentive Plan	Equity	Common Stock, par value $0.001 per share	Rule 457(c) and 457(h)	3,310,539(2)	$28,735,487.52(3)	$28,735,487.52	$153.10 per million dollars	$4,399.40
	Total Offering Amounts					$28,735,487.52		$4,399.40
	Total Fee Offsets(4)							$0.00
	Net Fee Due							$4,399.40

	(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock, par value $0.001 per share (the “Common Stock”), of Xperi Inc. (the “Registrant”) being registered hereunder include such indeterminate number of shares of the Common Stock as may be issuable with respect to the shares of the Common Stock being registered hereunder as a result of stock dividends, stock splits, recapitalization, or other similar transactions.

	(2)	Represents (i) 2,210,539 shares of the Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”) on January 1, 2024 pursuant to an “evergreen” provision contained in the 2022 Plan (the “Evergreen Provision”) and (ii) 1,100,000 shares of the Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the 2022 Plan on January 1, 2025 pursuant to the Evergreen Provision.

	(3)	Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Company’s Common Stock as reported on the New York Stock Exchange on February 25, 2025, which date is within five business days prior to filing this Registration Statement.
	(4)	The Registrant does not have any fee offsets.

 

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