As filed with the Securities and Exchange Commission on February 27, 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
 
NERDY INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware 98-1499860
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
Nerdy Inc.
8001 Forsyth Blvd., Suite 1050
St. Louis, MO 63105
Telephone: (314) 412-1227
(Address of Principal Executive Offices)
Christopher C. Swenson
Chief Legal Officer
Nerdy Inc.
8001 Forsyth Blvd., Suite 1050
St. Louis, MO 63105
(314) 412-1227
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John M. Mutkoski
Justin S. Anslow
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
 
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 
REGISTRATION OF ADDITIONAL SECURITIES

Nerdy Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 to register 10,263,682 additional shares of its Class A Common Stock under the Nerdy Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, pursuant to the provisions of the Plan providing for an automatic increase on January 1, 2024, in the number of shares of Class A Common Stock, par value $0.0001 per share, reserved and available for issuance under the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities relating to the Plan for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on February 28, 2023 (Registration No. 333-270092), May 6, 2022 (Registration No. 333-264744), and November 29, 2021 (Registration No. 333-261401).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:
(a)
The registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 27, 2024;
(b)The description of the registrant’s Class A Common Stock contained in the registrant’s registration statement on Form 8-A (File No. 333-248594) filed by the registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 6, 2020, including any amendments or reports filed for the purpose of updating such description; and
(c)
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant’s annual report referred to in (a) above, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K.
All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement indicating that all of the shares of Class A 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.
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 that 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 filed under current items 2.02 or 7.01 of any Current Report on Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
1

Item 8. Exhibits.
EXHIBIT INDEX

2

SIGNATURES
Pursuant to the requirements of the Securities Act, 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 County of St. Louis, State of Missouri, on the 27th day of February, 2024.
Nerdy Inc.
By:/s/ Charles Cohn
Name: Charles Cohn
Title:   President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Charles Cohn and Jason Pello as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the date indicated below.
SignatureTitleDate
/s/ Charles CohnDirector, President, and Chief Executive Officer
 (Principal Executive Officer)		February 27, 2024
Charles Cohn
/s/ Jason PelloChief Financial Officer
(Principal Financial and Accounting Officer)		February 27, 2024
Jason Pello
/s/ Catherine BeaudoinDirectorFebruary 27, 2024
Catherine Beaudoin
/s/ Robert HutterDirectorFebruary 27, 2024
Robert Hutter
/s/ Christopher MarshallDirectorFebruary 27, 2024
Christopher Marshall
/s/ Gregory MrvaDirectorFebruary 27, 2024
Gregory Mrva
/s/ Kathleen PhilipsDirectorFebruary 27, 2024
Kathleen Philips
/s/ Stuart UdellDirectorFebruary 27, 2024
Stuart Udell
3
Exhibit 107.1
Calculation of Filing Fee Table

Form S-8
(Form Type)

Nerdy Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1 - Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount
Registered
       (in shares)(1)(3)
Proposed
Maximum
Offering Price
per Share(2)
Maximum
Aggregate
Offering Price
Fee Rate
Amount of
Registration Fee
EquityClass A common stock, $0.0001 par value per shareRule 457(c) and Rule 457(h)10,263,682
$3.01
$30,893,6830.0001476$4,560
Total Fee Offsets$—
Net Fee Due$4,560
 

(1)
Represents additional shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of Nerdy Inc., reserved for future issuance of awards under the Nerdy Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”) and First Amendment to the Equity Incentive Plan (the “Equity Incentive Plan Amendment”, together with the “Equity Incentive Plan”, the “Amended Equity Incentive Plan”).
(2)
Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $3.07 (high) and $2.95 (low) sale price of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on February 23, 2024, which date is within five business days prior to filing this Registration Statement.
(3)
Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional shares of common stock, which become issuable under the Amended Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding shares of Class A Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the Amended Equity Incentive Plan.
1


Exhibit 5.1
February 27, 2024
Nerdy Inc.
8001 Forsyth Blvd., Suite 1050
St. Louis, MO, 63105
Re:    Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 10,263,682 shares (the “Shares”) of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), of Nerdy Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the 2021 Equity Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Class A Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
 
Very truly yours,

/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP



EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Nerdy Inc. of our report dated February 27, 2024 relating to the financial statements, which appears in Nerdy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
February 27, 2024

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