Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
22 October 2020 - 9:02PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on October 21, 2020.
Registration
No. 333-249540
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
ACCOLADE, INC.
(Exact name of Registrant as specified
in its charter)
Delaware
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7389
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01-0969591
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(State or
other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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1201
Third Avenue, Suite 1700
Seattle, WA 98101
(206)
926-8100
(Address, including zip code, and telephone
number, including area
code, of Registrant’s principal executive offices)
Rajeev
Singh
Chief Executive Officer
Accolade, Inc.
1201 Third Avenue, Suite
1700
Seattle, WA 98101
(206) 926-8100
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
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Copies to:
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John W. Robertson
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Richard Eskew
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Christopher J. Austin
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Alan D. Hambelton
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General Counsel
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James M. Shea, Jr.
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Cooley LLP
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660 West Germantown Pike,
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Paul Hastings LLP
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1700 Seventh Avenue, Suite 1900
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Suite 500
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200 Park Avenue
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Seattle, WA 98101
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Plymouth Meeting, PA 19462
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New York, NY 10166
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(206) 452-8700
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(610) 834-2989
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(212) 318-6000
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Approximate date of commencement
of proposed sale to the public:
As soon as practicable
after the effective date of this Registration Statement.
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. x
(File No. 333-249540)
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 ¨
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Accelerated
filer ¨
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Non-accelerated
filer x
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Smaller
reporting company ¨
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Emerging
growth company x
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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. ¨
This post-effective amendment shall become effective
upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this
“Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-249540), declared effective
on October 21, 2020 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of
replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration
Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial
Statement Schedules.
(a) Exhibits.
EXHIBIT INDEX
* Previously
filed on the signature page to the registrant’s Registration Statement on Form S-1 (File No. 333-249540) filed with
the Securities and Exchange Commission on October 19, 2020 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on October 21, 2020.
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ACCOLADE, INC.
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By:
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/s/
RAJEEV SINGH
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Rajeev Singh
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Chief Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 has been
signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ RAJEEV SINGH
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Chief
Executive Officer and Director
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October 21, 2020
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Rajeev Singh
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(Principal Executive Officer)
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/s/
STEPHEN BARNES
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Chief
Financial Officer
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October 21, 2020
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Stephen Barnes
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(Principal Financial
and Accounting Officer)
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*
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Director
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October 21, 2020
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J. Michael Cline
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*
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Director
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October 21, 2020
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William H. Frist, Sr.
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*
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Director
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October 21, 2020
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Jeffrey Jordan
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*
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Director
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October 21, 2020
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Peter Klein
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*
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Director
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October 21, 2020
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Dawn Lepore
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Signature
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Title
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Date
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*
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Director
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October 21, 2020
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James C. Madden, V
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*
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Director
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October 21, 2020
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Thomas Neff
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*
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Director
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October 21, 2020
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Patricia Wadors
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*
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Director
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October 21, 2020
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Michael T. Yang
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*By:
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/s/ RAJEEV SINGH
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Rajeev Singh
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Attorney-in-fact
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