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As filed with the Securities and Exchange Commission on September 21, 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
Stitch Fix, Inc.
(Exact name of registrant as specified in its charter)
Delaware27-5026540
(State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification No.)
1 Montgomery Street, Suite 1500
San Francisco, California 94104
(Address of principal executive offices) (Zip code)

Stitch Fix, Inc. 2017 Incentive Plan
(Full title of the plan)

Elizabeth Spaulding
Chief Executive Officer
Stitch Fix, Inc.
1 Montgomery Street, Suite 1100
San Francisco, California 94104
(415) 882-7765
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Jodie Bourdet
David Peinsipp
Siana Lowrey
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
(415) 693-2000
Scott Darling
Casey O’Connor
Molly Johnson
Stitch Fix, Inc.
1 Montgomery Street, Suite 1100
San Francisco, California 94104
(415) 882-7765
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering 5,464,539 shares of Class A common stock issuable to eligible persons under the Registrant’s 2017 Incentive Plan (the “2017 Plan”), which Class A common stock is in addition to the shares of Class A common stock registered on the Registrant’s Form S-8 filed on November 17, 2017 (File No. 333-221650), on the Registrant’s Form S-8 filed on October 2, 2019 (File No. 333-234058), on the Registrant’s Form S-8 filed on August 14, 2020 (File No. 333-246358), and on the Registrant’s Form S-8 filed on September 27, 2021 (File No. 333-259820) (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements to the extent relating to the registration of Class A common stock issuable under the 2017 Plan are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.


PART II
ITEM 8.    EXHIBITS
Incorporation by Reference
Exhibit
Number		DescriptionFormFile No.ExhibitFiling DateFiled or Furnished Herewith
4.18-K001-382913.111/21/2017
4.28-K001-382913.211/21/2017
4.3S-1/A333-2210144.111/6/2017
5.1
X
23.1
X
23.2
X
24.1
Power of Attorney (included on the signature page).
X
99.1
10-K
001-38291
10.4
10/3/2018
99.2
S-1/A
333-221014
10.511/6/2017
99.3
S-1/A
333-221014
10.611/6/2017
107X



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 September 21, 2022.
STITCH FIX, INC.
By:
/s/ Elizabeth Spaulding
Elizabeth Spaulding
Chief Executive Officer and Director




POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Spaulding, Dan Jedda and Scott Darling, and each or any one of them, 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 their 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 the same, 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 connection therewith, 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 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
Title
Date
/s/ Elizabeth Spaulding
Chief Executive Officer and Director
September 21, 2022
Elizabeth Spaulding
(Principal Executive Officer)
/s/ Dan Jedda
Chief Financial OfficerSeptember 21, 2022
Dan Jedda
(Principal Financial Officer)
/s/ Sarah Barkema
Vice President, Chief Accounting OfficerSeptember 21, 2022
Sarah Barkema
(Principal Accounting Officer)
/s/ Steven Anderson
Director
September 21, 2022
Steven Anderson
/s/ J. William Gurley
Director
September 21, 2022
J. William Gurley
/s/ Katrina Lake
Founder and Director
September 21, 2022
Katrina Lake
/s/ Sharon McCollam
Director
September 21, 2022
Sharon McCollam
/s/ Neal Mohan
Director
September 21, 2022
Neal Mohan
/s/ Michael Smith
Director
September 21, 2022
Michael Smith
/s/ Mikkel Svane
Director
September 21, 2022
Mikkel Svane
/s/ Elizabeth Williams
Director
September 21, 2022
Elizabeth Williams




Document
Exhibit 107
Calculation of Filing Fee Table

Form S-8
(Form Type)

Stitch Fix, Inc.
(Exact name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A common stock, par value $0.00002 per share
Other(2)
5,464,539(3)
$4.73(2)
$25,847,269.47.0000927$2,396.04
Total Offering Amounts–$25,847,269.47–$2,396.04
Total Fee Offsets––––
Net Fee Due–––$2,396.04

(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 Class A common stock of Stitch Fix, Inc. (the “Registrant”) that become issuable under the Stitch Fix, Inc. 2017 Incentive Plan (the “2017 Plan”) by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected which results in an increase in the number of Registrant’s outstanding shares of Class A common stock, as applicable.
(2)    Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $4.73 per share, the average of the high and low prices of the Registrant’s Class A common stock on September 16, 2022 as reported on the Nasdaq Global Select Market.
(3)    Represents shares of Class A common stock that were added to the shares reserved for future issuance under the 2017 Plan on July 31, 2022, pursuant to an evergreen provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan may be increased by the Registrant’s Board of Directors (the “Board”), or the Compensation Committee of the Board (the “Compensation Committee”), as of the first day of each fiscal year, starting in 2018 and ending in 2027, by a number of shares of Class A common stock that does not exceed 5.0% of the total number of shares of all classes of common stock outstanding on the last day of the preceding fiscal year. On June 23, 2022, the Board approved an increase to the shares reserved for issuance under the 2017 Plan as of July 31, 2022, the first day of the Registrant’s 2023 fiscal year, by the number of shares of the Registrant’s Class A common stock equal to 5% of the total number of shares of capital stock outstanding on July 30, 2022, the final day of the Registrant’s 2022 fiscal year.



Document

Exhibit 5.1
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Jodie M. Bourdet
+1 415 693 2054
jbourdet@cooley.com

September 21, 2022
Stitch Fix, Inc.
1 Montgomery Street, Suite 1100
San Francisco, CA 94104

Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Stitch Fix, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 5,464,539 shares of the Company’s Class A Common Stock, par value $0.00002 per share (the “Shares”), reserved for issuance pursuant to the Company’s 2017 Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Plan, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due execution and delivery of all documents by all persons other than the Company where execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate executed by an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).





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September 21, 2022
Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
    
Cooley LLP




By:      /s/ Jodie M. Bourdet    
    Jodie M. Bourdet
Document

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 our report dated September 21, 2022, relating to the consolidated financial statements and internal control over financial reporting of Stitch Fix, Inc., appearing in the Annual Report on Form 10-K of Stitch Fix, Inc. for the year ended July 30, 2022.

/s/ Deloitte & Touche LLP

San Francisco, California
September 21, 2022