S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 2, 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

LUMIRADX LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

LumiraDx Limited

c/o Ocorian Trust (Cayman) Limited

PO Box 1350, Windward 3, Regatta Office Park

Grand Cayman KY1-1108

Cayman Islands

(345) 640-0540

(Address of Principal Executive Offices)

LumiraDx Limited 2021 Stock Option and Incentive Plan

LumiraDx Limited 2021 Employee Stock Purchase Plan

(Full Title of the Plans)

LumiraDx, Inc.

221 Crescent Street. 5th Floor

Waltham, MA 02453

Telephone: 1 888-586-4721

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

Copies to:

Edwin M. O’Connor

Paul R. Rosie

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Ian Lopez

Fried, Frank, Harris, Shriver & Jacobson (London) LLP

100 Bishopsgate

London EC2N 4AG

United Kingdom

Telephone: +44 20 7972 9600

Simon Raftopoulos

Appleby (Cayman) Ltd

71 Fort Street, PO Box 190

Grand Cayman, KY1-1104

Cayman Islands

Telephone: +1 345 949 4900

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.

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. ☐

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 relating to the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan of LumiraDx Limited (the “Registrant”) registers additional securities of the same class as other securities for which a Registration Statement on Form S-8 (SEC File No. 333-259874) of the Registrant is effective. Accordingly, the information contained in the Registrant’s Registration Statement on Form S-8 (SEC File No. 333-259874), filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2021, is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”

Part II

Item 8.

Exhibits.

EXHIBIT INDEX


Exhibit Number		Description

4.1		Amended and Restated Memorandum and Articles of Association of LumiraDx Limited (incorporated by reference to Exhibit 1.1 to the Registrant’s Report on Form 20-F (File No. 001-40852) filed with the SEC on September 29, 2021).

5.1*		Opinion of Appleby (Cayman) Ltd.

23.1*		Consent of KPMG LLP, independent registered accounting firm for LumiraDx Limited.

23.2*		Consent of Appleby (Cayman) Ltd. (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page to this Registration Statement).

99.1		LumiraDx Limited 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.5 to the Registrant’s Report on Form 20-F (File No. 001-40852 filed with the SEC on September 29, 2021).

99.2		LumiraDx Limited 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to the Registrant’s Report on Form 20-F (File No. 001-40852) filed with the SEC on September 29, 2021).

107*		Filing Fee Table.

*	Filed herewith.

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 London on the 2nd day of May, 2022.


LUMIRADX LIMITED

By:		/s/ Ron Zwanziger
		Name: Ron Zwanziger
		Title: Chief Executive Officer, Chairman and Director

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Ron Zwanziger and Dorian LeBlanc, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and 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 on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange 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 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 his or their 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 date indicated below.


NAME	POSITION	DATE

/s/ Ron Zwanziger		May 2, 2022
Ron Zwanziger	Chief Executive Officer, Chairman and Director (Principal Executive Officer)

/s/ Dorian LeBlanc		May 2, 2022
Dorian LeBlanc	Chief Financial Officer and Vice President, Global Operations (Principal Financial Officer and Principal Accounting Officer)

/s/ Jerry McAleer		May 2, 2022
Jerry McAleer	Director

/s/ Donald Berwick		May 2, 2022
Donald Berwick	Director



/s/ Lurene Joseph		May 2, 2022
Lurene Joseph	Director

/s/ Troyen A. Brennan		May 2, 2022
Troyen A. Brennan	Director

/s/ George Neble		May 2, 2022
George Neble	Director


LumiraDx, Inc.

By:	/s/ Ron Zwanziger	Authorized Representative in the United States
Name:	Ron Zwanziger
Title:	Chief Executive Officer, Chairman and Director

EX-5.1

Cayman Office

Appleby (Cayman) Ltd.

71 Fort Street

PO Box 190

Grand Cayman KY1-1104

Cayman Islands

Tel +1 345 949 4900

applebyglobal.com

Exhibit 5.1

TO THE ADDRESSEES SET OUT IN

SCHEDULE 4

Email sraftopoulos@applebyglobal.com

Direct Dial +1 345 814 2748

Tel +1 345 949 4900

Fax +1 345 949 4901

Appleby Ref 446571.0005

2 May 2022

Dear Sirs

LumiraDX Limited (Company)

INTRODUCTION

This opinion as to Cayman Islands law is addressed to you in connection with the filing by the Company of a registration statement on Form S-8, on 2 May 2022 (Registration Statement) relating to the registration of 24,796,471 common shares, par value $0.0000028 (Common Shares) which may be issued pursuant to (i) the LumiraDx Limited 2021 Stock Option and Incentive Plan and/or (ii) the LumiraDx Limited 2021 Employee Stock Purchase Plan (each a Plan and collectively the Plans).

OUR REVIEW

For the purposes of giving this opinion we have examined and relied upon the Registration Statement and the documents listed in Part 2 of Schedule 1 and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth herein. We have not examined any other documents,

For the purposes of giving this opinion we have carried out the Litigation Search described in Part 3 of Schedule 1.

We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in the Registration Statement or elsewhere) other than as expressly stated in this opinion.

Unless otherwise defined herein, capitalised terms have the meanings assigned to them in Schedule 1.

LIMITATIONS

Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction.

This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Registration Statement or whether it gives effect to the commercial intentions of the parties.

This opinion is given solely for the benefit of the Addressees in connection with the matters referred to herein and, except with our prior written consent it may not be transmitted or disclosed to or used or relied upon by any other person or be relied upon for any other purpose whatsoever, save as, and to the extent provided, below.

A copy of this opinion may be provided (a) where required by law or judicial process and (b) for the purpose of information only to the Addressees’ affiliates, professional advisers, auditors, insurers and regulators.

ASSUMPTIONS AND RESERVATIONS

We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).

OPINIONS

1.	Incorporation and Status: The Company is duly incorporated as an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity.

2.	Good Standing: The Company is validly existing and in good standing with the Registrar of Companies of the Cayman Islands.

Issuance of Shares: Based on the foregoing, and subject to the Assumptions and Reservations, we are of the opinion that the Common Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the respective Plan, pursuant to agreements with respect to the respective Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the respective Plan, will be validly issued, fully paid and non-assessable. The term fully paid and non-assessable means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of the Common Shares.

4.	Winding Up and Litigation: Based solely upon the Litigation Search:

(a)

no court proceedings are pending against the Company; and

(b)

no court proceedings have been started by or against the Company for the liquidation, winding-up or dissolution of the Company or for the appointment of a liquidator, receiver, trustee or similar officer of the Company or of all or any of its assets.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the United States of America Securities Act of 1933, as amended (Securities Act), the rules and regulations of the United States Securities and Exchange Commission (SEC) promulgated thereunder, or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

Yours faithfully,

/s/ Appleby (Cayman) Ltd.

Appleby (Cayman) Ltd.

Schedule 1

Part 1

The Registration Statement

1.	A PDF copy of the Registration Statement on Form S-8 dated 2 May 2022.

Part 2

Other Documents Examined

1.	A PDF copy of the LumiraDx Limited 2021 Stock Option and Incentive Plan.

2.	A PDF copy of the LumiraDx Limited 2021 Employee Stock Purchase Plan.

3.	A PDF copy of the certificate of incorporation of the Company dated 24 August 2016 (Certificate of Incorporation).

4.	A PDF copy of the certificate of good standing of the Company dated 29 April 2022 (Certificate of Good Standing).

5.	A PDF copy of the amended and restated memorandum of association and articles of association of the Company dated 28 September 2021 (together the Constitutional Documents).

6.	A PDF copy of the minutes of a meeting of the board of directors of the Company dated 22 February 2022 (Board Resolutions);

7.	A PDF copy of the Register of Directors and Officers of the Company dated 29 April 2022 (Register of Directors and Officers).

8.	A PDF copy of the results of the Litigation Search.

Part 3

Searches

An on-line search, conducted at 8:30 am on 29 April 2022, of the entries and filings shown and otherwise available for inspection in respect of the Company in the Register of Writs and other Originating Process maintained at the Clerk of the Courts Office in George Town, Cayman Islands for the period of at least 12 months immediately preceding the date of such search (Litigation Search).

Schedule 2

Assumptions

We have assumed:

1.	(i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

2.	that there has been no change to the information contained in the Registration Statement and the Registration Statement remains in full force and effect and is unamended;

3.	that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic;

4.	that the Registration Statement does not differ in any material respects from any draft of the same which we have examined and upon which this opinion is based;

5.	the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of the Cayman Islands in respect of matters upon which we have expressly opined) made in the Registration Statement and any other documents reviewed by us;

the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information disclosed by the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Litigation Search;

7.	that none of the Company’s directors or its registered office has received any notice of any litigation or threatened litigation to which the Company is or may be party;

that the Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of its shares or (ii) issued any restrictions notice under the Companies Act in respect of the registration of the beneficial ownership of any of its shares, which restrictions notice has not been withdrawn by the Company or ceased by court order;

that (i) the Registration Statement is in the form of the document approved in the Board Resolutions, (ii) any meetings at which the Board Resolutions were passed were duly convened and had a duly constituted quorum present and voting throughout, (iii) all interests of the directors of the Company on the subject matter of the Board Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents, (iv) the Board Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion, and will be in full force and effect at any time when the Common Shares are issued, offered or sold and that no action will be taken by the Company inconsistent with such Board Resolutions;

10.	that the Register of Directors and Officers accurately reflects the names of all directors and officers of the Company as at the date the Board Resolutions were passed or adopted, the date the Registration Statement was executed and as at the date of this opinion;

11.

that there is no matter affecting the authority of the directors of the Company to effect entry by the Company into the Registration Statement including breach of duty, lack of good faith, not disclosed by the Constitutional Documents or the Board Resolutions, which would have any adverse implications in relation to the opinions expressed in this opinion;

12.

that there are no records of the Company, agreements, documents or arrangements other than the Constitutional Documents, the Board Resolutions and the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions contemplated in the Registration Statement or restrict the powers and authority of the directors of the Company in any way which would affect opinions expressed in this opinion;

13.	that any applicable escrow conditions have been met and that any applicable conditions to the obligations of parties to the Registration Statement to effect the transactions contemplated by the Registration Statement will have been met or waived in accordance with their terms;

14.	that upon issue of any shares (including the Common Shares) the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and

15.	that the directors or members of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the Company’s property or assets.

Schedule 3

Reservations

Our opinion is subject to the following:

Litigation Search: Any Litigation Search is not conclusively capable of revealing whether or not there is any originating process, amended originating process pending or any appeal pending in proceedings in which any party is a defendant or respondent as notice of these matters might not be entered on the court registers immediately. Any Litigation Search would not reveal any proceedings against any predecessor entities that may have merged with or into any party under the laws of any jurisdiction nor any proceedings against any of the parties in a name other than the relevant party’s current name.

Good Standing: Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar of Companies. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.

Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Constitutional Documents and information on shareholders is not publicly available and information on directors is limited. We have therefore obtained copies of the corporate documents specified in Schedule 1 and relied exclusively on such copies for the verification of such corporate information.

4.	Document with an “as of” Date: We express no opinion on the effectiveness of the date of any document which is dated as of or with effect from a date prior to that on which it is authorised, executed, and delivered by all parties thereto.

SCHEDULE 4

ADDRESSEES

LumiraDx Limited

c/o Ocorian Trust (Cayman) Limited

PO Box 1350, Windward 3, Regatta Office Park

Grand Cayman KY1-1108

Cayman Islands

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 13, 2022, with respect to the consolidated financial statements of LumiraDx Limited, incorporated herein by reference.

/s/ KPMG LLP

London, United Kingdom

May 2, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

LumiraDx Limited

(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 Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee

Equity	Common shares, par value $0.0000028 per share	Rule 457(c) and Rule 457(h)	7,027,144(2)	$4.34(3)	$30,497,804.96	$0.0000927	$2,827.15

Equity	Common shares, par value $0.0000028 per share	Rule 457(c) and Rule 457(h)	17,769,327(4)	$3.69(5)	$65,568,816.63	$0.0000927	$6,078.23

Total Offering Amounts					$96,066,621.59		—

Total Fee Offsets							—

Net Fee Due							$8,905.38

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the registrant’s common shares, par value $0.0000028 per share (“Common Shares”).

(2)

Consists of 7,027,144 additional shares issuable under the registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”), which represents the automatic annual increase to the number of shares available for issuance under the 2021 Plan, effective as of January 1, 2022. Shares available for issuance under the 2021 Plan were previously registered on the registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on September 29, 2021 (File No. 333-259874).

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $4.34 per share, the average of the high and low price of the registrant’s Common Shares as reported on the Nasdaq Global Market on April 28, 2022

(4)

Consists of 17,769,327 additional shares issuable under the registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”), which represents the automatic annual increase to the number of shares available for issuance under the ESPP effective as of January 1, 2022. Shares available for issuance under the ESPP were previously registered on the registrant’s registration statement on Form S-8 filed with the SEC on September 29, 2021 (File No. 333-259874).

(5)

The price of $3.69 per share, which is 85% of the average of the high and low sale prices of the Common Shares of the registrant as quoted on the Nasdaq Global Market on April 28, 2022, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the ESPP, the purchase price of the Common Shares reserved for issuance thereunder will be 85% of the lesser of (i) the fair market value on the first trading day of the offering period and (ii) the fair market value on the exercise date.