As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
PROCEPT BioRobotics Corporation
(Exact name of Registrant as specified in its charter)
 
Delaware 26-0199180
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
150 Baytech Drive, San Jose, California
 
95134
(Address of Principal Executive Offices) (Zip Code)
2021 Equity Incentive Award Plan
2021 Employee Stock Purchase Plan
(Full Title of the Plan)
Reza Zadno, Ph.D.
Chief Executive Officer
150 Baytech Drive
San Jose, California 95134
(650) 232-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alaleh Nouri
Chief Legal Officer
Jonathan Stone
Associate General Counsel
150 Baytechd Drive
San Jose, California 95134
(650) 232-7200
B. Shayne Kennedy
Drew Capurro
Latham & Watkins LLP
650 Town Center Drive, 20th 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.
Large accelerated filer☒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

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission for the purpose of registering an additional 3,282,387 shares of common stock, par value $0.00001 per share, of PROCEPT BioRobotics Corporation (the “Registrant”), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-259586, 333-264758, 333-270113 and 333-277461) are effective: (i) the 2021 Equity Incentive Award Plan which, as a result of an automatic annual increase provision therein, added 2,735,323 shares of common stock, and (ii) the 2021 Employee Stock Purchase Plan which, as a result of the operation of an annual increase provision therein, added 547,064 shares of common stock.
Pursuant to General Instruction E to Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

Item 8. Exhibits.
Exhibit
Number
Exhibit DescriptionForm
Incorporated by Reference Date
Number
Filed
Herewith
4.1
8-K
09/21/21
3.1
4.2
8-K
09/21/21
3.2
5.1X
23.1X
23.2X
24.1X
99.1S-1/A09/08/2110.11
99.1(a)S-1/A09/08/21
10.11(a)
99.1(b)S-1/A09/08/2110.11(b)
99.1(c)
10-Q
05/02/24
10.2
99.2S-1/A09/08/2110.12
107X


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 San Jose, State of California, on this 27th day of February, 2025.
PROCEPT BioRobotics Corporation
By:/s/ Reza Zadno
Reza Zadno, Ph.D.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Reza Zadno and Kevin Waters, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her 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 this registration statement, 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, 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.
SignatureTitleDate
/s/ Reza Zadno
President, Director and Chief Executive Officer
February 27, 2025
Reza Zadno, Ph.D.(Principal Executive Officer)
/s/ Kevin Waters
EVP, Chief Financial Officer
February 27, 2025
Kevin Waters(Principal Financial and Accounting Officer)
/s/ Thomas M. Prescott
Director and Chair of the Board
February 27, 2025
Thomas M. Prescott
/s/ Antal DesaiDirector
February 27, 2025
Antal Desai
/s/ Amy DodrillDirector
February 27, 2025
Amy Dodrill
/s/ Mary Garrett
Director
February 27, 2025
Mary Garrett
/s/ Taylor HarrisDirector
February 27, 2025
Taylor Harris
/s/ Elisabeth Little
Director
February 27, 2025
Elisabeth Little
/s/ Frederic Moll, M.D.
Director
February 27, 2025
Frederic Moll, M.D.
/s/ Larry Wood
Director
February 27, 2025
Larry Wood

0001588978PROCEPT BIOROBOTICS CORPORATIONS-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000158897812025-02-272025-02-2700015889782025-02-272025-02-27

CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)

PROCEPT BioRobotics Corporation
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security TypeSecurity Class TypeFee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per Share (2)Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
Fees to Be PaidEquityCommon Stock; $0.00001 par value per share457(c)
and
457(h)		$3,282,387
(3)
$65.15$213,847,513.050.0001531$32,740.05
Fees Previously Paid
Total Offering Amounts$213,847,513.05$32,740.05
Total Fees Previously Paid—
Total Fee Offsets—
Net Fee Due$32,740.05
(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 Registrant’s common stock that become issuable under the 2021 Equity Incentive Award Plan (the “2021 Plan”) and the 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)Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee. The maximum price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 24, 2025, which date is within five business days prior to filing this Registration Statement.
(3)Represents additional shares of the Registrant’s Common Stock that became available for issuance on January 1, 2025 under the 2021 Plan and ESPP, by operation of automatic annual increase provisions respectively therein.


Exhibit 5.1

logoa.jpg
February 27, 2025


PROCEPT BioRobotics Corporation
150 Baytech Drive
San Jose, CA 95134



650 Town Center Drive, 20th Floor
Costa Mesa, California 92626-1925
Tel: +1.714.540.1235 Fax: +1.714.755.8290
www.lw.com
FIRM / AFFILIATE OFFICES
AustinMilan
BeijingMunich
Boston
New York
Brussels
Orange County
Century CityParis
ChicagoRiyadh
DubaiSan Diego
DüsseldorfSan Francisco
FrankfurtSeoul
HamburgSilicon Valley
Hong KongSingapore
HoustonTel Aviv
LondonTokyo
Los AngelesWashington, D.C.
Madrid

Re: Registration Statement on Form S-8 with respect to 3,282,387 shares of Common Stock of PROCEPT BioRobotics Corporation, par value $0.00001 per share
To the addressee set forth above:
We have acted as special counsel to PROCEPT BioRobotics Corporation, 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 3,282,387 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), which may be issued pursuant to the Company’s 2021 Equity Incentive Award Plan and the 2021 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

February 27, 2025
Page 2
image_0a.jpg
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 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.
Sincerely,
/s/ Latham & Watkins LLP


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PROCEPT BioRobotics Corporation of our report dated February 27, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in PROCEPT BioRobotics Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP
San Jose, California
February 27, 2025









v3.25.0.1
Submission
Feb. 27, 2025
Submission [Line Items]  
Central Index Key 0001588978
Registrant Name PROCEPT BIOROBOTICS CORPORATION
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 27, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock; $0.00001 par value per share
Amount Registered | shares 3,282,387
Proposed Maximum Offering Price per Unit 65.15
Maximum Aggregate Offering Price $ 213,847,513.05
Fee Rate 0.01531%
Amount of Registration Fee $ 32,740.05
Offering Note 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 Registrant’s common stock that become issuable under the 2021 Equity Incentive Award Plan (the “2021 Plan”) and the 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. Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee. The maximum price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 24, 2025, which date is within five business days prior to filing this Registration Statement.Represents additional shares of the Registrant’s Common Stock that became available for issuance on January 1, 2025 under the 2021 Plan and ESPP, by operation of automatic annual increase provisions respectively therein.
v3.25.0.1
Fees Summary
Feb. 27, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 213,847,513.05
Previously Paid Amount 0
Total Fee Amount 32,740.05
Total Offset Amount 0
Net Fee $ 32,740.05
PROCEPT BioRobotics (NASDAQ:PRCT)
Graphique Historique de l'Action
De Fév 2025 à Mar 2025 Plus de graphiques de la Bourse PROCEPT BioRobotics
PROCEPT BioRobotics (NASDAQ:PRCT)
Graphique Historique de l'Action
De Mar 2024 à Mar 2025 Plus de graphiques de la Bourse PROCEPT BioRobotics