As filed with the Securities and Exchange Commission on March 8, 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
_______________________
Alkami Technology, Inc.
(Exact name of Registrant as specified in its charter)
_______________________
| | | | | | | | | | | |
| Delaware | | 45-3060776 |
State or Other Jurisdiction of
Incorporation or Organization | | I.R.S. Employer Identification No. |
| | | |
| 5601 Granite Parkway, | Suite 120 | | |
| Plano, | TX | | 75204 |
| Address of Principal Executive Offices | | Zip Code |
_______________________2021 Incentive Award Plan
2021 Employee Stock Purchase Plan
(Full Title of the Plan)
_______________________
Alex Shootman
Chief Executive Officer
Alkami Technology, Inc.
5601 Granite Parkway, Suite 120
Plano, Texas 75024
(877) 725-5264
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________
Copies to:
Tad J. Freese
Joel H. Trotter
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, DC 20004
Telephone: (202) 637-2200
Facsimile: (202) 637-2201
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 | ☐ | Smaller reporting company | ☐ |
Accelerated filer | ☒ | Emerging growth company | ☒ |
Non-accelerated filer | ☐ | | |
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
Alkami Technology, Inc. (the “Registrant,” “we,” “us” or “our”) is filing this Registration Statement for the purpose of registering:
•an additional 9,441,742 shares of common stock to be issued pursuant to the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) (resulting from automatic annual increases of 4,605,637 shares as of January 1, 2023 and 4,836,105 shares as of January 1, 2024 pursuant to the “evergreen” provision of the 2021 Plan); and
•an additional 1,000,000 shares of common stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) (resulting from annual increases of 500,000 shares as of January 1, 2023 and 500,000 shares as of January 1, 2024 pursuant to the “evergreen” provision of the ESPP).
These shares being registered pursuant to this Registration Statement are the same class as other securities for which the following registration statements (the “Prior Registration Statements”) relating to the 2021 Plan and the ESPP were filed with the Securities and Exchange Commission (the “SEC”): April 16, 2021 (File No. 333-255300) and March 18, 2022 (File No. 333-263741).
In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:
29, 2024; and
(b) the description of the Registrant’s common stock contained in Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, including any amendments or reports filed for the purpose of updating such description.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, 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, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is 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.
Under no circumstances will any information furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
| | | | | | | | | | | | | | | | | |
| EXHIBIT INDEX |
| | Incorporated by Reference |
| Exhibit | Description | Form | Exhibit | Filing Date | Filed Herewith |
| 3.1 | | 8-K | 3.1 | 4/16/2021 | |
| 3.2 | | 8-K | 3.2 | 4/16/2021 | |
| 4.1 | | S-1 | 4.1 | 3/10/2021 | |
| 4.2 | | S-1 | 4.2 | 3/10/2021 | |
| 4.3 | | 10-K | 4.10 | 2/25/2022 | |
| 5.1 | | | | | X |
| 10.1 | | S-1 | 10.16 | 3/10/2021 | |
| 10.2 | | S-1 | 10.17 | 3/10/2021 | |
| 10.3 | | S-1 | 10.18 | 3/10/2021 | |
| 10.4 | | S-1 | 10.19 | 3/10/2021 | |
| 10.5 | | S-1 | 10.20 | 3/10/2021 | |
| 23.1 | | | | | X |
| 23.2 | | | | | X |
| 24.1 | | | | | X |
| 107.1 | | | | | X |
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 Plano, State of Texas, on this 8th day of March, 2024.
| | | | | | | | | | | |
| | | ALKAMI TECHNOLOGY, INC. |
| | | (Registrant) |
| | | |
| | By: | /s/ Alex Shootman |
| | | Alex Shootman |
| | | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Bryan Hill and Doug Linebarger, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 date indicated.
| | | | | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | | |
| /s/ Alex Shootman | | Chief Executive Officer and Director
(Principal Executive Officer) | | March 8, 2024 |
| Alex Shootman | | |
| | | | | |
| /s/ W. Bryan Hill | | Chief Financial Officer
(Principal Financial Officer) | | March 8, 2024 |
| W. Bryan Hill | | |
| | | | | |
| /s/ Kristy Ramundi | | Chief Accounting Officer
(Principal Accounting Officer) | | March 8, 2024 |
| Kristy Ramundi | | |
| | | | | |
| /s/ Brian R. Smith | | Director and Chairperson | | March 8, 2024 |
| Brian R. Smith | | |
| | | | | |
| /s/ Maria I. Alvarez | | Director | | March 8, 2024 |
| Maria I. Alvarez | | |
| | | | | |
| /s/ Todd Clark | | Director | | March 8, 2024 |
| Todd Clark | | |
| | | | | |
| /s/ Charles Kane | | Director | | March 8, 2024 |
| Charles Kane | | |
| | | | | |
| /s/ Steve Mitchell | | Director | | March 8, 2024 |
| Steve Mitchell | | |
| | | | | |
| /s/ Gary Nelson | | Director | | March 8, 2024 |
| Gary Nelson | | |
| | | | | |
| /s/ Raph Osnoss | | Director | | March 8, 2024 |
| Raph Osnoss | | |
| | | | | |
| /s/ Barbara Yastine | | Director | | March 8, 2024 |
| Barbara Yastine | | |
Calculation of Filing Fee Table
Form S-8
(Form Type)
Alkami Technology, 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 Share(3) | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2021 Incentive Award Plan (2) | Other | 9,441,742 | | (2) | $23.79 | $224,619,042.18 | $0.0001476 | $33,153.77 | |
| Equity | Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2021 Incentive Award Plan (4) | Other | 1,000,000 | | (4) | $23.79 | $23,790,000.00 | $0.0001476 | $3,511.40 | |
| Total Offering Amount | | | | $248,409,042.18 | | $36,665.17 | |
| Total Fee Offsets | | | | | | $0.00 | |
| Net Fee Due | | | | | | $36,665.17 | |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
also cover any additional shares of the common stock of Alkami Technology, Inc. (the “Registrant”) that become issuable
under the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) or 2021 Employee Stock Purchase Plan (the “ESPP”) by
reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of
consideration which would increase the number of outstanding shares of common stock.
(2) Represents the additional shares of common stock available for future issuance under the 2021 Plan resulting from automatic annual
increases of 4,605,637 shares as of January 1, 2023 and 4,836,105 shares as of January 1, 2024 pursuant to the “evergreen” provision
of the 2021 Plan.
(3) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration
fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices
for the Registrant’s common stock as reported on The Nasdaq Stock Market on March 5, 2024.
(4) Represents the additional shares of common stock available for future issuance under the ESPP resulting from annual increases of
500,000 shares as of January 1, 2023 and 500,000 shares as of January 1, 2024 pursuant to the “evergreen” provision of the ESPP.
March 8, 2024
| | | | | | | | |
| 555 Eleventh Street, N.W., Suite 1000 |
| Washington, D.C. 20004-1304 |
| Tel: +1.202.637.2200 | Fax: +1.202.637.2201 |
| www.lw.com | |
| | |
| | |
| FIRM/ AFFILIATE OFFICES |
| Austin | Milan |
| Beijing | Munich |
| Boston | New York |
| Brussels | Orange County |
| Century City | Paris |
| Chicago | Riyadh |
| Dubai | San Diego |
| Düsseldorf | San Francisco |
| Frankfurt | Seoul |
| Hamburg | Silicon Valley |
| Hong Kong | Singapore |
| Houston | Tel Aviv |
| London | Tokyo |
| Los Angeles | Washington, D.C. |
| Madrid | |
Alkami Technology, Inc.
5601 Granite Parkway, Suite 120
Plano, Texas 15024
Re: Registration Statement on Form S-8; 10,441,742 shares of Common Stock of Alkami Technology, Inc., par value $0.001 per share
To the addressee set forth above:
We have acted as special counsel to Alkami Technology, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 10,441,742 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 2021 Employee Stock Purchase Plan (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 March 8, 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 prospectuses, other than as expressly stated herein with respect to the issuance 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 (the “DGCL”), and we express no opinion with respect to any other laws.
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, or certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, 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 applicable 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 DGCL.
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
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan of Alkami Technology, Inc. of our report dated February 29, 2024, with respect to the consolidated financial statements of Alkami Technology, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
March 8, 2024
Alkami Technology (NASDAQ:ALKT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Alkami Technology (NASDAQ:ALKT)
Historical Stock Chart
From Apr 2023 to Apr 2024
