AFYA LIMITED
(Exact Name of Registrant as Specified in Its Charter)
The Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) |
N/A
(I.R.S. Employer
Identification No.) |
| |
|
|
Alameda Oscar Niemeyer, No. 119, Sala 504, Zip
Code 34.006-056
Vila da Serra, Nova Lima, Minas Gerais, Brazil
+55 (31) 3515 7550
(Address, including zip code, and telephone number, including area code, of Registrant’s principal
executive offices)
|
Amended and Restated Stock Option Plan of
Afya Limited
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th
Floor
New York, NY 10168
+1 (212) 947-7200
(Name, address and telephone number,
including area code, of agent for service)
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 ☐ (Do not check if a smaller reporting company) |
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
This Registration Statement has
been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering
an additional 2,570,984 Class A Common Shares, nominal value US $0.00005 per common share (“Common Shares”), of Afya Limited
(the “Registrant”) that are issuable at any time or from time to time under the Amended and Restated Stock Option Plan
of Afya Limited, as amended and restated on July 8, 2022 (the “Plan”), and any
additional Common Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction
pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to General Instruction
E, the contents of the Registration Statements on Form S-8 filed for the Plan with the Securities and Exchange Commission (the “Commission”)
on July 19, 2019 (Registration No. 333-232739), including the documents incorporated by reference therein, are incorporated by reference
into this Registration Statement on Form S-8 (this “Registration Statement”), except as supplemented by the information set
forth below.
PART I
The information specified in Item 1 and Item 2
of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory
note to Part I of the Form S-8 instructions. The document containing the information specified in Part I will be delivered to the participants
in the Plan as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with
the Commission are incorporated herein by reference:
(a) The Registrant’s Annual
Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on April 29, 2022 (Registration No. 001-38992) (the
“2021 Form 20-F”).
(b) All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December
31, 2021.
(C) The description of the Registrant’s
Class A common shares contained in the Registrant’s 2021 Form 20-F.
In addition, all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (with respect to any Form 6-K, only to the extent
designated therein), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on
Form 6-K submitted during such period (or portion thereof), shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents
or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
Exhibit
Number |
|
|
| 4.1* |
|
Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of Amended No. 1 to Registration Statement on Form F-1 (File No. 333-232309) filed with the Commission on July 9, 2019) |
| 4.2* |
|
Amended and Restated Memorandum and Articles of Association of the Registrant adopted on July 23, 2021, effective as of August 5, 2021 (incorporated by reference to Exhibit 1.2 of Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on April 29, 2022 (Registration No. 001-38992) |
| 4.3 |
|
Amended and Restated Memorandum and Articles of Association of the Registrant approved on April 29, 2022, effective as of May 4, 2022 |
| 5.1 |
|
Opinion of Maples and Calder (Cayman) LLP |
| 23.1 |
|
Consent of Ernst & Young Auditores Independentes S.S., an independent registered public accounting firm |
| 23.2 |
|
Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (included on the signature pages of this Registration Statement) |
| 99.1 |
|
Amended and Restated Stock Option Plan of Afya Limited |
| 107 |
|
Calculation of filing fee table |
*Incorporated herein by reference
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 Nova Lima, Brazil, on December 19, 2022.
| |
|
AFYA LIMITED |
| |
|
|
| |
|
|
| |
|
|
By: |
/s/ Virgilio Deloy Capobianco Gibbon |
| |
|
|
Name: |
Virgilio Deloy Capobianco Gibbon |
| |
|
|
Title: |
Chief Executive Officer |
| |
|
|
|
(Principal Executive Officer) |
| |
|
|
|
|
POWER OF ATTORNEY
The undersigned directors and officers of Afya Limited
hereby constitute and appoint Virgilio Deloy Capobianco Gibbon and Luis André Blanco, and each of them, individually, as attorneys-in-fact
and agents for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and
file with the Securities and Exchange Commission under the Securities Act of 1933, any and all amendments (including post-effective amendments)
and exhibits to this registration statement on Form S-8 (or any other registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and any and all applications and other documents to be filed with
the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, each with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his 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 dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/
Virgilio Deloy Capobianco Gibbon
|
Chief Executive Officer
(Principal Executive Officer) |
December 19, 2022 |
| Virgilio Deloy Capobianco Gibbon |
|
|
| |
|
|
|
/s/ Luis André Blanco
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
December 19, 2022 |
| Luis André Blanco |
|
|
| |
|
|
|
/s/ Nicolau Carvalho Esteves
|
Co-Chairman of the Board |
December 19, 2022 |
| Nicolau Carvalho Esteves |
|
|
| |
|
|
|
/s/
Kay Krafft
|
Co-Chairman of the Board |
December 19, 2022 |
| Kay Krafft |
|
|
| |
|
|
|
/s/
Shobhna Mohn
|
Director |
December 19, 2022 |
| Shobhna Mohn |
|
|
| |
|
|
|
/s/ Benedikt Dalkmann
|
Director |
December 19, 2022 |
| Benedikt Dalkmann |
|
|
| |
|
|
| /s/ Tina
Krebs |
Director |
December 19, 2022 |
| Tina Krebs |
|
|
| |
|
|
| /s/ Renato Tavares Esteves |
Director |
December 19, 2022 |
| Renato Tavares Esteves |
|
|
| |
|
|
|
/s/
Maria Tereza Azevedo
|
Director |
December 19, 2022 |
| Maria Tereza Azevedo |
|
|
| /s/ Joao Paulo Seibel de Faria |
Independent Director |
December 19, 2022 |
| Joao Paulo Seibel de Faria |
|
|
| |
|
|
|
/s/
Vanessa Claro Lopes
|
Independent Director |
December 19, 2022 |
| Vanessa Claro Lopes |
|
|
| |
|
|
|
/s/
Miguel Filisbino Pereira de Paula
|
Independent Director |
December 19, 2022 |
| Miguel Filisbino Pereira de Paula |
|
|
| |
|
|
SIGNATURE
OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the Securities Act, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration
statement on the 19th day of December, 2022.
| |
Cogency Global Inc. |
| |
Authorized
U.S. Representative
|
| |
|
|
| |
|
|
| |
By: |
/s/ Colleen
A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
Afya (NASDAQ:AFYA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Afya (NASDAQ:AFYA)
Historical Stock Chart
From Apr 2023 to Apr 2024
