As filed with the Securities and Exchange Commission on August 10, 2020
Registration No. 333-               
   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware   91-2143667
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

875 Howard Street, Suite 100
San Francisco, California 94103
(Address of Principal Executive Offices)

2007 Equity Incentive Plan

(Full Titles of the Plans)
________________
Nick Earl
President and Chief Executive Officer
Glu Mobile Inc.
875 Howard Street, Suite 100
San Francisco, California 94103
(415) 800-6100
(Name and Address of Agent For Service)
________________
Copies to:
Scott J. Leichtner, Esq.
Vice President and General Counsel
Glu Mobile Inc.
875 Howard Street, Suite 100
San Francisco, California 94103

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.
 
CALCULATION OF REGISTRATION FEE

       Proposed maximum           Proposed maximum      Amount of
Title of securities Amount to be offering price aggregate offering         registration       
to be registered registered (1)         per unit         price         fee
Common Stock, $0.0001 par value      7,000,000  (2)      $7.77 (3) $54,390,000.00 $7,059.82

(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 Registrant’s 2007 Equity Incentive 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)

Represents an increase in the number of shares available for issuance under the 2007 Equity Incentive Plan. This increase was effective as of June 18, 2020.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, and based upon the average of the high and low sales prices of the Registrant’s common stock as reported by the Nasdaq Global Select Market on August 7, 2020.



REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Glu Mobile Inc. (the “Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”) to register an additional 7,000,000 shares of common stock reserved for issuance under its 2007 Equity Incentive Plan. The contents of the following registration statements on Form S-8 filed by the Registrant with the Commission are incorporated by reference in this registration statement on Form S-8:

Registration No. Plan(s) Covered Date Filed
333-233144 2007 Equity Incentive Plan 08/08/2019
333-226704 2007 Equity Incentive Plan 08/08/2018
333-219754 2007 Equity Incentive Plan 08/07/2017
333-206230 2007 Equity Incentive Plan 08/07/2015
333-190544 2007 Equity Incentive Plan 08/09/2013
333-172983 2007 Equity Incentive Plan 03/21/2011
333-165813 2007 Equity Incentive Plan 03/31/2010
333-157959 2007 Equity Incentive Plan 03/18/2009
(Post-Effective
Amendment No. 1)
333-157959 2007 Equity Incentive Plan 03/13/2009
333-149996 2007 Equity Incentive Plan 03/31/2008
333-141487 2007 Equity Incentive Plan 03/22/2007

I - 1


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference into this Registration Statement:

(a)

The Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 28, 2020;

(b)

The Quarterly Reports on Form 10-Q filed with the Commission on May 11, 2020 and August 7, 2020;

(c)

The Current Reports on Form 8-K filed with the Commission on April 28, 2020, June 4, 2020 and June 22, 2020; and

(d)

The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8- A filed with the Commission on March 16, 2007 under Section 12(b) of the Exchange Act, including any amendment or report 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, prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such documents.

Item 5. Interests of Named Experts and Counsel.

Scott J. Leichtner, Esq., Vice President and General Counsel of the Registrant, will pass upon the validity of the issuance of the shares of common stock offered by this Registration Statement. As of August 1, 2020, Mr. Leichtner held 211,540 shares of common stock, time-based options to purchase 686,990 shares of common stock (of which options to purchase 598,304 shares are exercisable within 60 days of August 1, 2020), performance-based options to purchase 201,592 shares of common stock, 74,270 restricted stock units (none of which will vest within 60 days of August 1, 2020) and 103,661 performance-based restricted stock units.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference, as indicated.

Incorporated by Reference
Exhibit Filing Filed
Number Exhibit Description Form File No. Exhibit Date Herewith
4.01      2007 Equity Incentive Plan, as amended and restated on June 18, 2020.      10-Q      001-33368      10.01      08/07/2020     
                         
4.02      Amended and Restated Bylaws of Glu Mobile Inc., as adopted April 23, 2020.      8-K      001-33368      3.01      04/28/2020     
                         
5.01 Opinion of Scott J. Leichtner, General Counsel to Registrant. X
                         
23.01 Consent of Scott J. Leichtner (included in Exhibit 5.01). X
                         
23.02 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. X
                         
24.01 Power of Attorney (see Signature Page of this Registration Statement). 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 San Francisco, State of California, on August 10, 2020.

GLU MOBILE INC.
 
By:  /s/ Nick Earl
Nick Earl
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nick Earl, Eric R. Ludwig and Scott J. Leichtner, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.

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
         
Principal Executive Officer:
 
President and Chief Executive August 10, 2020
/s/ Nick Earl Officer, Director
Nick Earl
 
Principal Financial Officer:
 
Executive Vice President, Chief August 10, 2020
Operating Officer and Chief
/s/ Eric R. Ludwig Financial Officer
Eric R. Ludwig
 
Principal Accounting Officer:
 
/s/ Puneet Kedia Vice President, Accounting August 10, 2020
Puneet Kedia


Additional Directors:

/s/ Darla Anderson       Director       August 10, 2020
Darla Anderson
 
 
/s/ Eric R. Ball       Director       August 10, 2020
Eric R. Ball
 
 
/s/ Gregory Brandeau Director August 10, 2020
Gregory Brandeau
 
 
/s/ Niccolo de Masi Chairman August 10, 2020
Niccolo de Masi
 
 
/s/ Ben Feder Director August 10, 2020
Ben Feder
 
 
/s/ Ann Mather Director August 10, 2020
Ann Mather
 
 
/s/ Hany M. Nada Director August 10, 2020
Hany M. Nada
 
 
/s/ Benjamin T. Smith, IV Lead Director August 10, 2020
Benjamin T. Smith, IV
 
 
/s/ Gabrielle Toledano Director August 10, 2020
Gabrielle Toledano


August 10, 2020

Glu Mobile Inc.
875 Howard Street
Suite 100
San Francisco, CA 94103

Ladies and Gentlemen:

I serve as General Counsel to Glu Mobile Inc., a Delaware corporation (the “Company”), and have served as the Company’s General Counsel in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of up to 7,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”) to be issued or delivered pursuant to the Glu Mobile Inc. Amended and Restated 2007 Equity Incentive Plan (the “Plan”).

In connection with this opinion, I have reviewed and am familiar with, originals or copies, certified or otherwise identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a basis for the opinion set forth below including (1) the Registration Statement, (2) the prospectus prepared in connection with the Registration Statement (the “Prospectus”), (3) the Plan and the forms of agreements and documents related thereto, (4) the Certificate of Incorporation and Bylaws of the Company, each as amended to date, (5) a confirmation from the Company’s transfer agent as to the number of outstanding shares of the Company’s capital stock, dated as of August 7, 2020 (6) a list of the Company’s option, restricted stock units and warrant holders and holders of any other rights to purchase the Company’s capital stock as of August 7, 2020 and (7) resolutions of the Company’s board of directors and stockholders relating to the Plan. In rendering the opinion expressed herein, I have assumed the genuineness of all signatures, the authenticity of all documents, instruments and certificates purporting to be originals, the conformity with the original documents, instruments and certificates of all documents, instruments and certificates purporting to be copies, and the legal capacity to sign of all individuals executing documents, instruments and certificates.

Based upon and subject to the foregoing and the effectiveness of the Registration Statement, I am of the opinion that when the Shares are issued and delivered against payment therefor, pursuant to the Plan and the provisions of the agreements to be entered into under the Plan, and in the manner and for the consideration stated in the Registration Statement and the Prospectus, such Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion letter as Exhibit 5.01 to the Registration Statement.

This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. I am a member of the bar of the State of California and the opinion expressed herein is expressly limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law, in each case as currently in effect. I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the Shares.

Very truly yours,
 
/s/ Scott J. Leichtner
Scott J. Leichtner
Vice President and General Counsel, Glu Mobile Inc.


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Glu Mobile Inc. of our report dated February 28, 2020, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Glu Mobile Inc.’s Annual Report on Form 10-K for the year-ended December 31, 2019.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
San Francisco, California
August 10, 2020