As filed with the U.S. Securities and Exchange Commission on August 5, 2021.
Registration No. 333-258358
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Enovix Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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3359
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20-5871008
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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3501 W. Warren Avenue
Fremont, CA 94538
Telephone: (510) 695-2350
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Harrold Rust
President and
Chief Executive Officer
Enovix Corporation
3501 W. Warren Avenue
Fremont, CA 94538
Telephone: (510) 695-2350
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Edward J. Hejlek
General Counsel
Enovix
Corporation
3501 W. Warren Avenue
Fremont, CA 94538
Telephone: (510) 695-2350
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Matthew B. Hemington
John T. McKenna
Miguel J.
Vega
Cooley LLP
3175 Hanover Street
Palo
Alto, CA 94304
Telephone: (650) 843-5000
Fax: (650) 849-7400
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount
to be
Registered(1)
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Proposed Maximum
Aggregate
Offering Price
Per Security
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Proposed
Maximum Aggregate
Offering Price(3)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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78,155,781(2)
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$15.65(3)
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$1,223,137,972.65
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$133,444.36
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Warrants to purchase Common Stock
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6,000,000(4)
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(5)
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Total
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$1,223,137,972.65
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$133,444.36(6)
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(1)
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In the event of a stock split, stock dividend or other similar transaction involving the registrants
common stock (Common Stock), in order to prevent dilution, the number of shares of Common Stock registered hereby shall be automatically increased to cover the additional shares of Common Stock in accordance with Rule 416(a) under the
Securities Act.
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(2)
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Consists of (i) 78,155,781 shares of Common Stock registered for sale by the selling securityholders named in
this registration statement (including the shares referred to in the following clauses (ii), (iii) and (iv)), (ii) 6,000,000 shares of Common Stock issuable upon the exercise of 6,000,000 Placement Warrants (as defined below), (iii) 736,769 shares
of Common Stock issuable upon the exercise of stock options beneficially owned by certain affiliates and stockholders of Registrant (previously registered pursuant to the registration statement on Form S-4
(File No. 333-253976) filed on March 8, 2021 and subsequently being registered on this Registration Statement), and (iv) 11,500,000 shares of Common Stock issuable upon the exercise of 11,500,000
Public Warrants (as defined below).
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the
Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Common Stock on July 27, 2021, as reported on the Nasdaq Capital Market.
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(4)
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Represents the resale of 6,000,000 Placement Warrants, which were issued on December 4, 2020 and will
become exercisable on December 4, 2021.
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(5)
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In accordance with Rule 457(i), the entire registration fee for the Placement Warrants is allocated to the
shares of Common Stock underlying the Private Placement Warrants, and no separate fee is payable for the Placement Warrants.
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(6)
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Paid upon the initial filing of this registration statement.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may determine.