As filed with the U.S. Securities and Exchange Commission on August 8, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________________________________
OppFi Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________________
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Delaware (State or other jurisdiction of Incorporation or organization) | 6199 (Primary Standard Industrial Classification Code Number) | 85-1648122 (I.R.S. Employer Identification No.) |
| 130 E. Randolph Street. Suite 3400 Chicago, IL (Address of Principal Executive Offices) | 60601 (Zip Code) |
(312) 212-8079
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
OppFi Inc. 2021 Equity Incentive Plan
OppFi Inc. 2021 Employee Stock Purchase Plan
(Full title of the plan)
__________________________________________________________________
Todd G. Schwartz
Chief Executive Officer
OppFi Inc.
130 E. Randolph Street, Suite 3400
Chicago, IL 60601
(312) 212-8079
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________________________________________________
Copies to:
| | | | | | | | |
Pamela D. Johnson
Chief Financial Officer
OppFi Inc.
130 E. Randolph Street, Suite 3400
Chicago, IL 60601
(312) 212-8079 | | Joshua M. Samek, Esq.
Sidley Austin LLP
1001 Brickell Bay Drive, Suite 900
Miami, FL 33131
(305) 391-5100 |
__________________________________________________________________
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 | ☐ | | 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
OppFi Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 5,537,452 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Registrant to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), and an additional 188,508 shares of Common Stock of the Registrant to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”), pursuant to the evergreen provisions in the 2021 Plan and the ESPP providing that the total number of shares of common stock reserved for issuance under the 2021 Plan and the ESPP will be automatically increased on January 1st of each calendar year. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on September 28, 2021 (File No. 333-259854) and May 12, 2023 (File No. 333-271855) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission, are hereby incorporated by reference into this registration statement:
a.The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-39550), filed with the Commission on March 27, 2024;
b.The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024 (File No. 001-39550), filed with the Commission on May 9, 2024, and for the quarter ended June 30, 2024 (File No. 001-39550), filed with the Commission on August 8, 2024;
c.The Registrant’s Current Reports on Form 8-K filed with the Commission on April 9, 2024 (other than with respect to Items 7.01 and 9.01), June 5, 2024, July 24, 2024 and August 1, 2024 (other than with respect to Items 7.01 and 9.01);
d.The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 from the Definitive Proxy Statement on Schedule 14A of the Registrant filed with the Commission on April 26, 2024 (File No. 001-39550); and
e.The description of the Registrant’s Class A common stock, par value $0.0001 per share, contained in the registration statement on Form 8-A (Registration No. 001-39550) filed with the Commission on September 23, 2020 and amended on July 21, 2021, and any amendments to such registration statement filed subsequently thereto, including all amendments or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.
EXHIBIT INDEX
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| Exhibit Number | | Description | |
| | |
| 4.1 | | | |
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| 4.2 | | | |
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| 5.1* | | | |
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| 10.1 | | | |
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| 10.2 | | | |
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| 10.3 | | | |
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| 10.4 | | | |
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| 23.1* | | | |
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23.2* | | | |
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24.1* | | | |
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107.1* | | | |
___________________________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois on this 8th day of August, 2024.
| | | | | | | | |
| OppFi Inc. |
| | |
| By: | /s/ Todd G. Schwartz |
| | Todd G. Schwartz |
| | Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Todd G. Schwartz and Pamela D. Johnson such person’s true and lawful attorney-in-fact, each acting alone, with full powers of substitution and resubstitution, with authority to execute in the name of each such person, and to file with the Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | | | | | |
| Signature | Title | Date |
| | |
| /s/ Todd G. Schwartz | Chief Executive Officer (Principal Executive Officer) and | August 8, 2024 |
| Todd G. Schwartz | Executive Chairman of the Board | |
| | |
| /s/ Pamela D. Johnson | Chief Financial Officer (Principal Financial and | August 8, 2024 |
| Pamela D. Johnson | Accounting Officer) | |
| | |
| /s/ Jocelyn Moore | Lead Independent Director | August 8, 2024 |
| Jocelyn Moore | | |
| | |
| /s/ Christina Favilla | Director | August 8, 2024 |
| Christina Favilla | | |
| | |
| /s/ Theodore Schwartz | Director | August 8, 2024 |
| Theodore Schwartz | | |
| | |
| /s/ David Vennettilli | Director | August 8, 2024 |
| David Vennettilli | | |
| | |
| /s/ Greg Zeeman | Director | August 8, 2024 |
| Greg Zeeman | | |
Exhibit 107.1
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
OppFi Inc.
(Exact Name of registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price per Share (2) | Maximum Aggregate Offering Price (2) | Fee Rate | Amount of Registration Fee |
| Equity | Class A common stock, $0.0001 par value per share (“Common Stock”), to be issued under the Equity Incentive Plan | Rules 457(c) and (h) | 5,537,452(3) | $3.20 | $17,719,846.40 | 0.00014760 | $2,615.45 |
| Equity | Common Stock to be issued under the ESPP | Rules 457(c) and (h) | 188,508(4) | $3.20 | $603,225.60 | 0.00014760 | $89.04 |
| Total Offering Amounts | | $18,323,072.00 | | $2,704.49 |
Total Fee Offsets(5) | | | | $0.00 |
| Net Fee Due | | | | $2,704.49 |
| | | | | | | | |
| (1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock of OppFi Inc. (the “Registrant”) which become issuable under the OppFi Inc. 2021 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and the OppFi Inc. 2021 Employee Stock Purchase Plan (the “ESPP”, and together with the Equity Incentive Plan, the “Plans”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low price of a share of Common Stock as reported by The New York Stock Exchange on August 5, 2024. |
| (3) | Consists of 5,537,452 additional shares of Common Stock that were automatically added to the shares authorized for issuance under the Equity Incentive Plan pursuant to an annual “evergreen” increase provision contained in the Equity Incentive Plan. If any awards under the Equity Incentive Plan expire or are forfeited, cancelled or terminated without issuance of the underlying shares of Common Stock, or if any award is settled for cash, repurchased, or if shares of Common Stock underlying such award are withheld for tax withholding obligations or as consideration for the exercise of a stock option, such shares of Common Stock, shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for delivery with respect to awards under the Equity Incentive Plan. |
| (4) | Consists of 188,508 additional shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP pursuant to an annual “evergreen” increase provision contained in the ESPP. |
| (5) | The Registrant does not have any fee offsets. |
Exhibit 5.1
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| SIDLEY AUSTIN LLP 1001 BRICKELL BAY DRIVE SUITE 900 MIAMI, FL 33131 +1 305 391 5100 +1 305 391 5101 FAX
AMERICA ASIA PACIFIC EUROPE |
|
August 8, 2024
OppFi Inc.
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
Re: Registration on Form S-8 for the OppFi Inc. 2021 Equity Incentive Plan and OppFi Inc. 2021 Employee Stock Purchase Plan
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by OppFi Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 5,537,452 shares (the “Incentive Plan Shares”) of the Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company to be issued under the OppFi Inc. 2021 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and an additional 188,508 shares (together with the Incentive Plan Shares, the “Registered Shares”) of Common Stock of the Company to be issued under the OppFi Inc. 2021 Employee Stock Purchase Plan (the “ESPP”, and together with the Equity Incentive Plan, the “Plans”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Company’s certificate of incorporation, the Plans, the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plans and the resolutions adopted by the stockholders of the Company relating to the Plans. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion
OppFi Inc.
August 8, 2024
Page 2
letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to the applicable Plan will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the applicable Plan; and (iii) certificates representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor, all in accordance with the applicable Plan.
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of 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 Securities Act.
Very truly yours,
/s/ Sidley Austin LLP
Sidley Austin 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 OppFi Inc. our report dated March 27, 2024, relating to the consolidated financial statements of OppFi Inc. and Subsidiaries, appearing in the Annual Report on Form 10-K of OppFi Inc. for the year ended December 31, 2023.
/s/ RSM US LLP
Chicago, Illinois
August 8, 2024
OppFi (NYSE:OPFI)
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