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As filed with the Securities and Exchange Commission on April 18, 2023
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Bioventus Inc.
(Exact name of registrant as specified in charter)
 
Delaware 81-0980861
(State or other jurisdiction
of incorporation)
 
(IRS Employer
Identification Number)
4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703
Telephone: (919) 474-6700 (Address of principal executive offices) (Zip code)
Bioventus Inc. 2021 Incentive Award Plan
Bioventus Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
 
Anthony P. Bihl III
Interim Chief Executive Officer
Bioventus Inc.
4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703
(919) 474-6700
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Donald Reynolds, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, NC 27607
Telephone: 919.781.4000
Fax: 919.781.4865
 
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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☒



EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,503,239 shares of Bioventus Inc.’s (the “Registrant”) Class A common stock to be issued pursuant to the Bioventus Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 620,630 shares of the Registrant’s Class A common stock to be issued pursuant to the Bioventus Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statements on Form S-8 (File No. 333-252981) and Form S-8 (File No. 333-263496), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act of 1933, as amended, are incorporated herein by reference.
    
Item 8. Exhibits
Exhibit no.
Description
  
4.1
4.2
5.1*
  
23.1*
 
23.2*
  
24.1*
99.1
  
99.2
  
107.1*
* 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 Durham, State of North Carolina, on April 18, 2023.

BIOVENTUS INC.
Date: April 18, 2023By:/s/ Anthony P. Bihl III
Anthony P. Bihl III
Interim Chief Executive Officer and Director




POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Anthony P. Bihl III and Mark L. Singleton, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her 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 dates indicated.
Name
Date
Title
/s/ Anthony P. Bihl IIIApril 18, 2023Chief Executive Officer and Director
(Principal Executive Officer)
Anthony P. Bihl III
  
/s/ Mark L. SingletonApril 18, 2023Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Mark L. Singleton
/s/ William A. Hawkins IIIApril 18, 2023Chairman
William A. Hawkins III
/s/ John A. BartholdsonApril 18, 2023Director
John A. Bartholdson
/s/ Patrick J. Beyer
April 18, 2023Director
Patrick J. Beyer
/s/ Philip G. CowdyApril 18, 2023Director
Philip G. Cowdy
/s/ Mary Kay LadoneApril 18, 2023Director
Mary Kay Ladone
/s/ Michelle McMurry-HeathApril 18, 2023Director
Michelle McMurry-Heath
/s/ Guido J. NeelsApril 18, 2023Director
Guido J. Neels
/s/ Guy P. NohraApril 18, 2023Director
Guy P. Nohra
/s/ Susan M. StalneckerApril 18, 2023Director
Susan M. Stalnecker
/s/ Martin P. SutterApril 18, 2023Director
Martin P. Sutter

Document

Exhibit 107.1

Calculation of Filing Fee Tables
Form S-8
(Form Type)
Bioventus Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount
to be
Registered (1)		Proposed
Maximum
Offering Price
Per Unit		Maximum
Aggregate
Offering Price		Fee RateAmount of
Registration Fee
EquityClass A common stock, $0.001 par value per shareRule 457(c) and Rule 457(h)4,123,869 (2)$1.1125 (3)
$4,587,804.26$110.20 per $1,000,000$505.58
Total Offering Amounts$4,587,804.26$505.58
Total Fee Offsets (4)$—
Net Fee Due$505.58
(1)In accordance with Rule 416 under the Securities Act of 1933, as amended, 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.
(2)Consists of an additional 3,503,239 shares of Bioventus Inc.’s (the “Registrant”) Class A common stock issuable pursuant to the Bioventus Inc. 2021 Incentive Award Plan and an additional 620,630 shares of the Registrant’s Class A common stock issuable pursuant to the Bioventus Inc. 2021 Employee Stock Purchase Plan.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Class A common stock as reported on The Nasdaq Global Select Market on April 12, 2023.
(4)The Registrant does not have any fee offsets.

Document

Exhibit 5.1

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607-7506


April 18, 2023


Bioventus Inc.
4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 filed on or about the date hereof by Bioventus Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 4,123,869 shares of the Registrant’s Class A common stock, $0.001 par value per share (the “Shares”). We understand that 3,503,239 Shares are to be issued pursuant to the Registrant’s 2021 Incentive Award Plan and 620,630 Shares are to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (each referred to individually as the “Plan” and collectively as the “Plans”). In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.

As the Registrant’s legal counsel, we have examined the proceedings taken, and are familiar with the proceedings proposed to be taken, in connection with the sale of the Shares pursuant to the Plans.

It is our opinion that, upon completion of the proceedings being taken or contemplated by us, as the Registrant’s counsel, to be taken prior to the issuance of the Shares, the Shares when issued in the manner referred to in the Registration Statement and in accordance with the applicable Plan, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto.

Very truly yours,
/s/ WYRICK ROBBINS YATES & PONTON LLP



Document


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 31, 2023, with respect to the consolidated financial statements of Bioventus Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP
Raleigh, North Carolina
April 18, 2023