As filed with the Securities and Exchange Commission on March 10, 2021

 

Registration No. 333-            

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Inari Medical, Inc.

(Exact name of Registrant as specified in its charter)

 

 

9 Parker, Suite 100

Irvine, California 92618

(Address of principal executive offices) (Zip code)

 

2020 Incentive Award Plan

Amended and Restated 2020 Employee Stock Purchase Plan

(Full title of the plans)

 

William Hoffman

Chief Executive Officer

Inari Medical, Inc.

9 Parker, Suite 100

Irvine, California 92618

(877) 923-4747

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

With copies to:

B. Shayne Kennedy

Nathan Ajiashvili

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, California 92626

(714) 540-1235

 

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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission for the purpose of registering an additional 1,970,064 shares of common stock, par value $0.001 per share, of Inari Medical, Inc. (the “Registrant”), issuable under the following employee benefit plans for which a Registration Statement on Form S-8 (File No. 333-238735) is effective: (i) the 2020 Incentive Award Plan which, as a result of an automatic annual increase provision therein, added 1,477,548 shares of common stock, and (ii) the Amended and Restated 2020 Employee Stock Purchase Plan which, as a result of the operation of an annual increase provision therein, added 492,516 shares of common stock.

 

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

The contents of the Registration Statement on Form S-8 (File No. 333-238735), filed with the Securities and Exchange Commission, relating to the 2020 Incentive Award Plan and Amended and Restated 2020 Employee Stock Purchase Plan, is incorporated herein by reference.

 

Item 8.   Exhibits

 

 

 

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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 Irvine, State of California, on March 10, 2021.

 

 

 

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POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints William Hoffman and Mitchell Hill, and each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith 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 or his or her 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. 

 

 

 

Exhibit 5.1

 

 

Ladies and Gentlemen:

We have acted as special counsel to Inari Medical, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 1,970,064 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the Company’s 2020 Incentive Award Plan and the Amended & Restated 2020 Employee Stock Purchase Plan (together, the “Plans”).  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 prospectuses forming a part thereof, 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 the foregoing and 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 only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), 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 recipients thereof, and have been issued by the Company for legal consideration in excess of 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 Plan (and

 

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the agreements and awards duly adopted thereunder and in accordance therewith), the issue 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.

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Inari Medical, Inc.

Irvine, California

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated March 9, 2021, relating to the consolidated financial statements of Inari Medical, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

/s/ BDO USA, LLP

Costa Mesa, California

March 10, 2021