S-8

As filed with the Securities and Exchange Commission on March 30, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Winc, Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-2988960
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1751 Berkeley St., Studio 3, Santa Monica, CA	90404
(Address of Principal Executive Offices)	(Zip Code)

2021 Incentive Award Plan

(Full Title of the Plan)

National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904

(Name and address of agent for service)

(855) 337-0707

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

Copies to:

Matthew Thelen
Chief Strategy Officer and General Counsel
Winc, Inc.
1751 Berkeley St., Studio 3
Santa Monica, California 90404
(800) 297-1760 Drew Capurro
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.

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 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 300,256 shares of common stock, par value $0.0001 per share (“Common Stock”), of Winc, Inc. (the “Registrant”) issuable under the Winc, Inc. 2021 Incentive Award Plan (the “2021 Plan”) for which the Registrant’s Registration Statement on Form S-8 (File No. 333-261392) is effective, consisting of (a) 55,117 shares that have become available for issuance under the 2021 Plan as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards or shares withheld or reacquired to satisfy the exercise price or tax withholding obligations associated with any award that had been granted under the Registrant’s 2013 Stock Plan (the “2013 Plan”) and (b) 245,139 shares previously reserved but unissued under the 2013 Plan on the effective date of the 2021 Plan that are now available for issuance under the 2021 Plan.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement is 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.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents, which have been filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 30, 2022;

(b) the Registrant’s Current Reports on Form 8-K, filed with the Commission on March  3, 2022, March  8, 2022 and March 28, 2022; and

(c) the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-41055), filed with the Commission on November 10, 2021, together with any amendment thereto filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities then remaining unsold shall be deregistered, shall be deemed to be incorporated by reference in the registration statement and to be a part thereof from the date of the filing of such documents, except as to specific sections of such documents as set forth therein.

For purposes of this Registration Statement and the related prospectus, any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in a subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or replaces such statement. Any statement so modified shall not be deemed in its unmodified form to constitute part of this Registration Statement or the related prospectus.

EXHIBIT INDEX

Exhibit Number	Exhibit Description	Incorporated by Reference							Filed Herewith
		Form		Date		Number
4.1	Amended and Restated Certificate of Incorporation		8-K		11/17/2021		3.1
4.2	Amended and Restated Bylaws		8-K		11/17/2021		3.2
5.1	Opinion of Latham & Watkins LLP									X
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1)									X
23.2	Consent of Baker Tilly US LLP, independent registered public accounting firm									X
24.1	Power of Attorney (included on signature page)									X
99.1	2021 Incentive Award Plan		10-Q		12/09/2021		10.2
99.1(a)	Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan		S-1/A		10/13/2021		10.4	(a)
99.1(b)	Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2021 Incentive Award Plan		S-1/A		10/13/2021		10.4	(b)
99.2	2021 Employee Stock Purchase Plan		10-Q		12/09/2021		10.3
99.3	2013 Stock Plan		S-1		09/27/2021		10.3
99.3(a)	Amendment to 2013 Stock Plan		S-1/A		11/02/2021		10.3	(a)
99.3(b)	Form of Stock Option Grant and Stock Option Agreement under 2013 Stock Plan		S-1		09/27/2021		10.3	(a)
107	Filing Fee Table									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 Santa Monica, State of California, on this 30th day of March, 2022.

Winc, Inc.
By:	/s/ Geoffrey McFarlane
	Geoffrey McFarlane
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Geoffrey McFarlane and Carol Brault, 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, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Geoffrey McFarlane	Director and Chief Executive Officer	March 30, 2022
Geoffrey McFarlane	(Principal Executive Officer)
/s/ Carol Brault	Chief Financial Officer	March 30, 2022
Carol Brault	(Principal Financial Officer and Principal Accounting Officer)
/s/ Brian Smith	President and Chairperson of the Board of Directors	March 30, 2022
Brian Smith
/s/ Laura Joukovski	Director	March 30, 2022
Laura Joukovski
/s/ Xiangwei Weng	Director	March 30, 2022
Xiangwei Weng
/s/ Patrick DeLong	Director	March 30, 2022
Patrick DeLong
/s/ Alesia Pinney	Director	March 30, 2022
Alesia Pinney
/s/ Mary Pat Thompson	Director	March 30, 2022
Mary Pat Thompson

EX-5.1

Exhibit 5.1

	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
	Austin	Moscow
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh*
	Dubai	San Diego
	Düsseldorf	San Francisco
March 30, 2022	Frankfurt	Seoul
	Hamburg	Shanghai
	Hong Kong	Silicon Valley
	Houston	Singapore
	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Winc, Inc.

1751 Berkeley St., Studio 3

Santa Monica, CA 90404

Re: Form S-8 Registration Statement with respect to 300,256 Shares of Common Stock of Winc, Inc.

To the addressee set forth above:

We have acted as special counsel to Winc, 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 300,256 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), which may be issued pursuant to the Company’s 2021 Incentive Award Plan (the “Plan”).

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 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 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.

* In cooperation with the Law Office of Salman M. Al-Sudairi

March 30, 2022

Page 2

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 Plan, assuming in each case that the individual issuances, grants or awards under the Plan 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 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

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Winc, Inc. of our report dated March 30, 2022, relating to the consolidated financial statements of Winc, Inc., appearing in the Annual Report on Form 10-K of Winc, Inc. for the year ended December 31, 2021.

/s/ Baker Tilly US, LLP

Los Angeles, CA

March 30, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Winc, 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 (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee(4)
Fees to Be Paid	Equity	Common Stock, $0.0001 par value per share	457(c) and 457(h)	300,256 (3)	$3.46	$1,038,885.76	$92.70 per $1,000,000	$96.31
Fees Previously Paid								—
	Total Offering Amounts					$1,038,885.76		$96.31
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$96.31

(1) Pursuant to Rule 416(a) of 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 becomes issuable under the 2021 Incentive Plan (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Pursuant to 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share and maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based upon the average of the high and low prices of the Registrant’s common stock as reported on the NYSE American on March 25, 2022, which date is within five business days prior to filing this Registration Statement.

(3) Consists of 300,256 additional shares of the Registrant’s common stock that became available for issuance under the 2021 Plan, consisting of (i) 55,117 shares that have become available for issuance under the 2021 Plan as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards or shares withheld or reacquired to satisfy the exercise price or tax withholding obligations associated with any award that had been granted under the Registrant’s 2013 Stock Plan (the “2013 Plan”), and (ii) 245,139 shares previously reserved but unissued under the 2013 Plan on the effective date of the 2021 Plan that are now available for issuance under the 2021 Plan.