As filed with the Securities and Exchange Commission on May 9, 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

Treace Medical Concepts, Inc.

(Exact name of registrant as specified in its charter)

Delaware		47-1052611
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

100 Palmetto Park Place

Ponte Vedra, Florida 32081

(Address, including zip code, of Principal Executive Offices)

 

2021 Incentive Award Plan

2021 Employee Stock Purchase Plan

(Full Title of the Plan)

 

Scot M. Elder

Chief Legal & Compliance Officer and Corporate Secretary

Treace Medical Concepts, Inc.

100 Palmetto Park Place

Ponte Vedra, Florida, 32801 (904) 373-5940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Cathy Birkeland Scott Westhoff Latham & Watkins LLP 330 North Wabash Ave, Suite 2800 Chicago, IL 60611 Telephone: (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.

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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. ☐

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission for the purpose of registering an additional 3,704,979 shares of common stock, par value $0.001 per share, of Treace Medical Concepts, Inc. (the “Registrant”) pursuant to the following employee benefit plans for which the Registration Statements of the Registrant on Form S-8 (File Nos. 333-255541, 333-263327 and 222-270352) are effective: (i) the 2021 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 3,087,482 shares of common stock, and (ii) the 2021 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 617,497 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-

Pursuant to General Instruction E of Form S-8, the contents of the above referenced Registration Statements on Form S-8 filed with the Securities and Exchange Commission on April 27, 2021 (File No. 333-255541), March 4, 2022 (File No. 333-263327) and March 8, 2023 (File No. 333-270352), 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.

 

 

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Item 8. Exhibits.

EXHIBIT INDEX

Incorporated by Reference

Exhibit Number

Description

Form

Exhibit

Date Filed

Filed Herewith

4.1

Amended and Restated Certificate of Incorporation of Treace Medical Concepts, Inc.

8-K

3.1

4/27/2021

4.2

Amended and Restated Bylaws of the Treace Medical Concepts, Inc.

8-K

3.2

4/27/2021

4.3

Form of Common Stock Certificate

S-1/A

4.2

4/19/2021

5.1

Opinion of Latham & Watkins LLP

X

23.1

Consent of Latham & Watkins LLP (included in Exhibit 5.1)

X

23.2

Consent of Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (included on the signature page to this Registration Statement)

X

99.1

2021 Incentive Award Plan and related form agreements

S-8

99.2

4/27/2021

99.2

2021 Employee Stock Purchase Plan

S-8

99.3

4/27/2021

107.1

Filing Fee Table.

X

 

 

 

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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 Ponte Vedra, State of Florida, on this 9th day of May, 2024.

Treace Medical Concepts, Inc.

 

By: /s/ John T. Treace

John T. Treace

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John T. Treace, Mark L. Hair and Scot M. Elder, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her 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 or any abbreviated registration statement and any amendments thereto filed, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his 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 date indicated.

SIGNATURE		TITLE		DATE
/s/ John T. Treace John T. Treace		Chief Executive Officer, Founder and Director (Principal Executive Officer)		May 9, 2024
/s/ Mark L. Hair Mark L. Hair		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		May 9, 2024
/s/ James T. Treace James T. Treace		Chairman of the Board		May 9, 2024
/s/ John K. Bakewell John K. Bakewell		Director		May 9, 2024
/s/ Lance A. Berry Lance A. Berry		Director		May 9, 2024
/s/ Lawrence W. Hamilton Lawrence W. Hamilton		Director		May 9, 2024

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/s/ Elizabeth S. Hanna Elizabeth S. Hanna		Director		May 9, 2024
/s/ Deepti Jain Deepti Jain		Director		May 9, 2024
/s/ Jane E. Kiernan Jane E. Kiernan		Director		May 9, 2024
/s/ Richard W. Mott Richard W. Mott		Director		May 9, 2024

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May 9, 2024

 

 

Treace Medical Concepts, Inc.

100 Palmetto Park Place

Ponte Vedra, Florida, 32801

 

Re: Registration Statement on Form S-8; 3,704,979 shares of Common Stock, par value $0.001 per share

 

To the addressee set forth above:

We have acted as special counsel to Treace Medical Concepts, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 3,704,979 shares of Common Stock of the Company, par value $0.001 per share (the “Shares”), issuable under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP,” and together with the 2021 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 9, 2024 (the “Registration Statement”). 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 the related prospectus, other than as expressly stated herein with respect to the issue 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 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 as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

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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 purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans 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 Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

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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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our reports dated February 27, 2024, with respect to the financial statements and internal control over financial reporting of Treace Medical Concepts, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

 

/s/ GRANT THORNTON LLP

Jacksonville, Florida

May 8, 2024

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Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Treace Medical Concepts, 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 Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.001 par value per share	457(c) and 457(h)	3,704,979(2)	$4.28(3)	$15,857,310	$147.60 per $1,000,000	$2,340.54
Total Offering Amounts					$15,857,310		$2,340.54
Total Fee Offsets(4)							$--
Net Fee Due							$2,340.54

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