As filed with the Securities and Exchange Commission on October 19, 2017


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As filed with the Securities and Exchange Commission on October 19, 2017.

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Stitch Fix, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

5961

 

27-5026540

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(415) 882-7765

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

 

 

Katrina Lake

Chief Executive Officer

Stitch Fix, Inc.

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(415) 882-7765

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

 

 

Copies to:

 

 

 

 

 

 

Jodie Bourdet

David Peinsipp

Siana Lowrey

Cooley LLP

101 California Street, 5th Floor

San Francisco, California 94111

(415) 693-2000

 

Scott Darling

Casey O’Connor

Stitch Fix, Inc.

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(415) 882-7765

 

Katharine Martin

Rezwan Pavri

Catherine Doxsee

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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

 

☒  (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.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

Title of each Class of

Securities to be Registered

 

Proposed Maximum

Aggregate Offering

Price(1)(2)

 

Amount of

Registration Fee

Class A common stock, par value $0.00002 per share

 

$100,000,000

 

$12,450

 

 

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2)

Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 
Table of Contents



 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2017

Shares

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Stitch Fix, Inc. We are offering shares of our Class A common stock. The selling stockholder identified in this prospectus is offering an additional shares of our Class A common stock. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholder.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $ and $ per share. We have applied to list our Class A common stock on the NASDAQ Global Select Market under the symbol “SFIX”.

Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. All shares of our capital stock outstanding immediately prior to this offering, including all shares held by our executive officers, directors and their respective affiliates, and all shares issuable on the conversion of our outstanding preferred stock, will be reclassified into shares of our Class B common stock immediately prior to the completion of this offering. The holders of our outstanding Class B common stock will hold approximately % of the voting power of our outstanding capital stock immediately following this offering.

We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

See “Risk Factors” beginning on page 12 to read about factors you should consider before buying our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share Total

Initial public offering price

$ $

Underwriting discount(1)

$ $

Proceeds, before expenses, to us

$ $

Proceeds, before expenses, to the selling stockholder

$ $

(1) See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.

To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares of Class A common stock from us and the selling stockholder at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2017.

Goldman Sachs & Co. LLC J.P. Morgan

Barclays RBC Capital Markets

Piper Jaffray Stifel William Blair

Prospectus dated , 2017.
Table of Contents



 

STITCH FIX Transforming the way people find what they love. Data that Matters Our trusted relationship with clients allows us to collect rich high-signal data. Data Science Woven Into the Fabric of Stitch Fix We apply proprietary algorithms to our unique data set to power our entire business. Client Loyalty Better Fixes and client-stylist relationships drive repeat purchases and more data. Human Judgment Applied to Data Science The combination delivers personalization at scale.
Table of Contents

TABLE OF CONTENTS

Prospectus

 

 

 

 

 

 

 

  

Page

 

PROSPECTUS SUMMARY

  

 

1

 

RISK FACTORS

  

 

12

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  

 

33

 

MARKET, INDUSTRY AND OTHER DATA

  

 

35

 

USE OF PROCEEDS

  

 

36

 

DIVIDEND POLICY

  

 

37

 

CAPITALIZATION

  

 

38

 

DILUTION

  

 

40

 

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

  

 

43

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

 

46

 

LETTER FROM KATRINA LAKE, FOUNDER AND CEO

  

 

65

 

BUSINESS

  

 

67

 

MANAGEMENT

  

 

84

 

EXECUTIVE COMPENSATION

  

 

92

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  

 

103

 

PRINCIPAL AND SELLING STOCKHOLDERS

  

 

105

 

DESCRIPTION OF CAPITAL STOCK

  

 

108

 

SHARES ELIGIBLE FOR FUTURE SALE

  

 

114

 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

  

 

117

 

UNDERWRITING

  

 

121

 

LEGAL MATTERS

  

 

127

 

EXPERTS

  

 

127

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  

 

127

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  

 

F-1

 

 

 
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