Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on August 12, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HIGHLANDS REIT, INC.

(Exact name of registrant as specified in its charter)



Maryland						81-0862795
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

332 S Michigan Avenue, Ninth Floor

Chicago, Illinois 60604

(312) 583-7990

(Address of Principal Executive Offices)

HIGHLANDS REIT, INC. 2016 INCENTIVE AWARD PLAN

(Full title of the plan)

Richard Vance

President and Chief Executive Officer

Highlands REIT, Inc.

332 S Michigan Avenue, Ninth Floor

Chicago, Illinois 60604

(Name and address of agent for service)

(312) 583-7990

(Telephone number, including area code, of agent for service)

Copy to:

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

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. ☐

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities

to be Registered

Amount

to be

Registered (1)

Proposed

Maximum

Offering Price

Per Share (2)

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee

Common stock, par value $0.01 per share

24,000,000 shares

$0.29

$6,960,000.00

$759.34

1.This Registration Statement registers 24,000,000 shares of Common stock, par value $0.01 per share (the “Common Stock”), of Highlands REIT, Inc. (the “Company”) for issuance pursuant to the Highlands REIT, Inc. 2016 Incentive Award Plan, as amended (the “Plan”).

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind, or other like change in capital structure.

2.The Proposed Maximum Offering Price Per Share has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act and is based on the estimated book value per share of the Common Stock of $0.29 (based on a book value of $251,516,000 of the Registrant as of June 30, 2021 and 881,673,012 shares of Common Stock outstanding as of the date hereof). The Common Stock is not listed on a national securities exchange.

EXPLANATORY NOTE

The Company previously registered an aggregate 43,000,000 shares of its Common Stock for issuance under the Plan by a registration statement on Form S-8 (File No. 333-210952) filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2016 (the “Prior Registration Statement”). On August 12, 2021, the Company’s Board of Directors increased the authorized number of shares of its Common Stock under the Plan from 43,000,000 to 67,000,000. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register such additional 24,000,000 shares of Common Stock which may be issued under the Plan.

The contents of the Prior Registration Statement are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statement.

PART I

Item 1. Plan Information