Initial Registration Statement for Employee Benefit Plan - Form S-8

As filed with the Securities and Exchange Commission on May 8, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

The RealReal, Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-1234222
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 Francisco Street, Suite 400
San Francisco, California	94133
(Address of Principal Executive Offices)	(Zip Code)

NON-PLAN INDUCEMENT PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS

NON-PLAN INDUCEMENT RESTRICTED STOCK UNIT AWARDS

(Full title of the plan)

Todd Suko

Chief Legal Officer and Secretary

55 Francisco Street

Suite 150

San Francisco, CA 94133

(855) 435-5893

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

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.

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES AND INCORPORATION OF CERTAIN INFORMATION

BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement on Form S-8 (this "Registration Statement") is being filed by The RealReal, Inc., a Delaware corporation (the "Registrant") for the purpose of registering an aggregate of 1,250,000 additional shares of common stock, par value $0.00001 per share (the "Common Stock"), comprised of:

•550,000 shares of Common Stock that may be issued upon the vesting of performance-based restricted stock units (the "PSUs") that will vest in accordance with the terms of a Stand-Alone Restricted Stock Unit Award Agreement by and between the Registrant and Ajay Madan Gopal, as an inducement for her accepting employment with the Registrant; and

•700,000 shares of Common Stock that may be issued upon the vesting of restricted stock units (the "RSUs" and, together with the PSUs, the "Awards") that will vest in accordance with the terms of a Stand-Alone Restricted Stock Unit Award Agreement by and between the Registrant and Ajay Madan Gopal, as an inducement for his accepting employment with the Registrant.

The Awards will be issued outside of the EIP, approved by the Registrant's board of directors and issued pursuant to the "inducement" grant exception under Nasdaq Rule 5635(c)(4), as inducements that are material to employees' entering into employment with the Registrant.

This Registration Statement hereby incorporates by reference the contents of the Registrant's earlier registration statements on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on July 3, 2019 (Registration No. 333-232528), May 10, 2021 (Registration No. 333-255981), May 10, 2022 (Registration No. 333-264837), March 3, 2023 (Registration No. 333-270281), and March 4, 2024 (Registration No. 333-277638), in each case, to the extent not superseded hereby. In accordance with the instructional note to Part I of Form S-8 promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

(1)	The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 1, 2024;
(2)	The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the Commission on May 7, 2024;
(3)	The Registrant's current report on Form 8-K, including any amendments thereto, filed with the Commission on January 30, 2024 (other than portions furnished not filed);
(4)	The Registrant's current report on Form 8-K, including any amendments thereto, filed with the Commission on February 21, 2024 (other than portions furnished not filed);
(5)	The Registrant's current report on Form 8-K, including any amendments thereto, filed with the Commission on February 29, 2024 (other than portions furnished not filed), as amended by the Form 8-K/A filed with the Commission on May 7, 2024; and
	(6)	The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on June 21, 2019, 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

Exhibit No.		Description
5.1*	Opinion of King & Spalding LLP with respect to validity of issuance of securities.
23.1*		Consent of King & Spalding LLP (included as part of Exhibit 5.1 hereto).
23.2*	Consent of KPMG LLP, independent registered public accounting firm.
24.1*		Power of Attorney (set forth on the signature page of this Registration Statement).
99.1*	Form of Stand-Alone Performance-Based Restricted Stock Unit Award Agreement, by and between the Company and Ajay Madan Gopal.
99.2*	Form of Stand-Alone Restricted Stock Unit Award Agreement, by and between the Company and Ajay Madan Gopal.
107*	Filing Fee Table.
*	Filed herewith.

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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 the 8th day of May, 2024.

The RealReal, Inc.
By	/s/ John Koryl
Name	John Koryl
Title	Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Koryl and Todd Suko and each of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person's 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 sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 and about the premises, as fully to all intents and purposes as such person 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 such person's 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 below by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ John Koryl		Chief Executive Officer and Director	May 8, 2024
John Koryl	(Principal Executive Officer)
/s/ Ajay Madan Gopal	Chief Financial Officer	May 8, 2024
Ajay Madan Gopal	(Principal Financial Officer)
/s/ Steve Lo		Senior Vice President, Chief Accounting Officer	May 8, 2024
Steve Lo	(Principal Accounting Officer)
/s/ Chip Baird	Director	May 8, 2024
Chip Baird
/s/ Caretha Coleman	Director	May 8, 2024
Caretha Coleman
/s/ Karen Katz	Director	May 8, 2024
Karen Katz
/s/ Rob Krolik	Director	May 8, 2024
Rob Krolik
/s/ Niki Leondakis	Director	May 8, 2024
Niki Leondakis
/s/ Carol Melton	Director	May 8, 2024
Carol Melton
/s/ James Miller	Director	May 8, 2024
James Miller

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