Enovix Corp — Capital/Financing Update 2024

Aug 5, 2024

S-8 1 envx-s820240805evergreenin.htm S-8 Document created using Wdesk Copyright 2024 Workiva Document

As filed with the U.S. Securities and Exchange Commission on August 5, 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

Enovix Corporation

(Exact name of registrant as specified in its charter)

Delaware	85-3174357
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3501 W. Warren Avenue Fremont, CA 94538

Telephone: (510) 695-2350 (Address of principal executive offices, including zip code)

Enovix Corporation 2021 Equity Incentive Plan

Enovix Corporation 2021 Employee Stock Purchase Plan

(Full titles of the plans)

Dr. Raj Talluri

President and Chief Executive Officer

Enovix Corporation

3501 W. Warren Avenue

Fremont, CA 94538

Telephone: (510) 695-2350

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

Copies to:

Arthi Chakravarthy	Michael Penney
Chief Legal Officer	Arnold & Porter Kaye Scholer LLP
Enovix Corporation	250 West 55th Street
3501 W. Warren Avenue	3175 Hanover Street
Fremont, CA 94538	New York, NY 10019-9710
Telephone: (510) 695-2350	(212) 836-8000

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 x	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

Enovix Corporation (the “ Registrant ”) is filing this Registration Statement for the purpose of registering (i) an additional 6,695,705 shares of the Registrant’s common stock, par value $0.0001 per share (“ Common Stock ”), to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan (the “ 2021 Plan ”) and (ii) an additional 1,673,926 shares of Common Stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “ 2021 ESPP ”). The shares of Common Stock being registered pursuant to this Registration Statement are the same class as, and in addition to, other securities for which the Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the “ SEC ”) on September 23, 2021 (File No. 333-259730) , August 24, 2022 (File No. 333-267050) , and A ugust 9, 2023 (File 333-273847) (collectively, the “ Prior Registration Statements ”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2021 Plan and the 2021 ESPP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Enovix Corporation (the “ Registrant ”) with the SEC are incorporated by reference into this Registration Statement:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 29, 2024;

(b) the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from the Registrant’s definitive proxy statement on Schedule 14A, filed with the SEC on April 2 9 , 202 4 , including the supplement thereto, filed with the SEC on June 5, 2024 ;

(c) the Registrant’s Quarterly Reports on Form 10-Q for the quarterl y periods ended March 31, 2024 and June 30, 2024 filed with the SEC on May 7 , 202 4 and August 5 , 202 4 , respectively;

(d) all other reports filed pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since the end of the fiscal year covered by the Annual Report (other than information furnished rather than filed); and

(e) the description of the Registrant’s Common Stock that is contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, including any amendment or supplements thereto.

ITEM 8. EXHIBITS

Exhibit Number	Exhibit Description	Incorporated by Reference — Form	File No.	Exhibit	Filing Date
4.1	Amended and Restated Certificate of Incorporation of Enovix Corporation .	8-K	001-39753	3.1	July 19, 2021
4.2	Amended and Restated Bylaws of Enovix Corporation .	8-K	001-39753	3.2	July 19, 2021
4.3	Specimen Common Stock Certificate.	S-4/A	333-253976	4.5	June 21, 2021
5.1*	Opinion of Arnold & Porter Kaye S choler LLP.
23.1*	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2*	Consent of Arnold & Porter Kaye Sch o ler LLP (included in Exhibit 5.1 hereto).
24.1*	Power of Attorney (included on signature page hereto).
99.1	2021 Equity Incentive Plan.	8-K	001-39753	10.2	July 19, 2021
99.2	Form of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice under the 2021 Equity Incentive Plan.	S-4/A	333-253976	10.11	June 21, 2021
99.3	Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan.	S-4/A	333-253976	10.12	June 21, 2021
99.4	Forms of Restricted Stock Unit Grant Notice for Long-Term Incentive Plan Award and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan .	10-Q	001-39753	10.1	August 16, 2022
99.5	Form of Global RSU Award Grant Notice under the 2023 Long-Term Incentive Plan	10-Q	001-39753	10.7	May 5, 2023
99.6	2021 Employee Stock Purchase Plan.	8-K	001-39753	10.5	July 19, 2021
99.7	Form of 2024 Performance Stock Unit Award Grant Notice and Agreement under the 2021 Equity Incentive Plan	10-Q	001-39753	10.2	May 7, 2024
107*	Filing Fee Table.

• Filed herewith.

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 Fremont, State of California, on this 5th day of August, 2024.

	ENOVIX CORPORATION
By:	/s/ Raj Talluri
	Dr. Raj Talluri
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Raj Talluri and Farhan Ahmad, and each of them, as their true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 attorneys-in-fact and agents or any of them, 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Raj Talluri
Dr. Raj Talluri

/s/ Farhan Ahmad
Farhan Ahmad

/s/ Thurman John Rodgers
Thurman John Rodgers

/s/ Betsy Atkins
Betsy Atkins

/s/ Pegah Ebrahimi
Pegah Ebrahimi

/s/ Bernard Gutmann
Bernard Gutmann

/s/ Joseph Malchow
Joseph Malchow

/s/ Gregory Reichow
Gregory Reichow