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As filed with the Securities and Exchange Commission on August 12, 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

ORASURE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4370966
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
220 East First Street
Bethlehem, Pennsylvania
18015
(Address of Principal Executive Offices)(Zip Code)
ORASURE TECHNOLOGIES, INC. 2000 STOCK AWARD PLAN
(Full Title of the Plan)

Carrie Eglinton Manner
President and Chief Executive Officer
OraSure Technologies, Inc.
220 East First Street
Bethlehem, Pennsylvania 18015
(Name and address of agent for service)
(610) 882-1820
(Telephone number, including area code, of agent for service)
with a copy to:
Rachael M. Bushey
Justin Platt
Goodwin Procter LLP
One Commerce Square
2005 Market Street, 32nd Floor
Philadelphia, PA 19103
(445) 207-7806
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
This Registration Statement on Form S-8 for OraSure Technologies, Inc. (the “Registrant”) is filed solely to reflect an increase of 3,000,000 shares of the Registrant’s common stock, par value $0.000001 per share (the “Common Stock”), reserved for the OraSure Technologies, Inc. 2000 Stock Award Plan, as amended and restated effective as of March 25, 2024 (the “Plan”). Currently, 10,168,183 shares of Common Stock are registered for issuance under the Plan. Upon the increase of shares as provided in this filing, 13,168,183 shares of Common Stock will be registered for issuance under the Plan. Except as noted below, in accordance with General Instruction E to Form S-8, the contents of  Registration Statement No. 333-50340 filed November 20, 2000, the Post Effective Amendments thereto filed on June 27, 2001 and February 14, 2002, Registration Statement No. 333-102235 filed December 27, 2002, Registration Statement No. 333-118385 filed August 20, 2004, Registration Statement No. 333-138814 filed November 17, 2006, Registration Statement No. 333-151077 filed May 21, 2008, Registration Statement No. 333-176315 filed August 15, 2011, Registration Statement No. 333-198237 filed August 19, 2014, Registration Statement No. 333-220148 filed August 24, 2017,  Registration Statement No. 333-248424 filed on August 26, 2020, Registration Statement No. 333-270861 filed on March 27, 2023 and Registration Statement No. 333-273731 filed on August 4, 2023 are incorporated herein by reference.

PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.
The following documents of the Registrant, filed or to be filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:
(a)     The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 11, 2024;
(b)     The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024 filed with the Commission on May 9, 2024, and for the quarter ended June 30, 2024 filed with the Commission on August 6, 2024;
(c)    The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 from the Registrant’s Definitive Proxy Statement on Form DEF 14A, filed with the Commission on April 3, 2024;
(d)    The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items), filed on January 4, 2024, April 12, 2024 and May 17, 2024;
(e)     The description of the Registrant’s Common Stock contained in Exhibit 4.1 the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including any amendment or report filed for the purpose of updating such description; and
(f)     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, 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 into this Registration Statement; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 8.Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit
Number		 Description
4.1
4.2
4.3
4.4
4.5
5.1* 
23.1* 
23.2* 
24.1* 
99.1
107*
*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 Bethlehem, Commonwealth of Pennsylvania, on this 12th day of August 2024.
ORASURE TECHNOLOGIES, INC.
By:/s/ Carrie Eglinton Manner
Name:Carrie Eglinton Manner
Title:President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of OraSure Technologies, Inc., hereby severally constitute and appoint Carrie Eglinton Manner and Kenneth J. McGrath, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person in such person’s name, place and stead, and 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 Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
SignatureTitleDate
/s/ Carrie Eglinton Manner
President, Chief Executive Officer and Director
(principal executive officer)
August 12, 2024
Carrie Eglinton Manner
/s/ Kenneth J. McGrath
Chief Financial Officer
(principal financial officer)
August 12, 2024
Kenneth J. McGrath
/s/ Michele AnthonySenior Vice President, Controller & Chief Accounting Officer (principal accounting officer)
August 12, 2024
Michele Anthony
/s/ Mara G. Aspinall
Director
August 12, 2024
Mara G. Aspinall
/s/ Nancy J. Gagliano, M.D., MBA
Director
August 12, 2024
Nancy J. Gagliano, M.D., MBA
/s/ Lelio MarmoraDirector
August 12, 2024
Lelio Marmora
/s/ Robert W. McMahonDirector
August 12, 2024
Robert W. McMahon
/s/ David J. Shulkin, M.D.
Director
August 12, 2024
David J. Shulkin, M.D.


osur-formsx8ex107amended
ACTIVE/130835542.2 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) OraSure Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.000001 per share 457(c) and 457(h) 3,000,000 $4.25 $12,750,000 0.00014760 $1,881.90 Fees to Be Paid Total Registration Fee: $1,881.90 Carry Forward Securities Carry Forward Securities — — — — — — — — Total Offering Amounts $12,750,000 $1,881.90 Total Fees Previously Paid — Total Fee Offsets — Net Fee Due $1,881.90 (1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional shares of common stock, par value $0.000001 per share (“Common Stock”), of OraSure Technologies, Inc. (the “Registrant”) which become issuable under the OraSure Technologies, Inc. Stock Award Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of the outstanding shares of Common Stock of the Registrant. (2) Represents 3,000,000 shares of Common Stock that were approved for issuance under the Plan at the Registrant’s annual meeting of stockholders on May 14, 2024. (3) Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The price shown is based upon the average of the high and low prices reported for the Common Stock on the Nasdaq Capital Market on August 6, 2024. (4) The Registrant does not have any fee offsets.

 
osur-formsx851opinioname
Goodwin Procter LLP One Commerce Square 2005 Market Street, 32nd Floor Philadelphia, PA 19103 goodwinlaw.com +1 445 207 7800 August 12, 2024 OraSure Technologies, Inc. 220 East First Street Bethlehem, Pennsylvania 18015 Re: Securities Being Registered under Registration Statement on Form S-8 We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 3,000,000 shares (the “Shares”) of Common Stock, par value $0.000001 per share (“Common Stock”), of OraSure Technologies, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the OraSure Technologies, Inc. Stock Award Plan (the “Plan”). We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company. The opinion set forth below is limited to the Delaware General Corporation Law. For purposes of the opinion set forth below, we have assumed that at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019). We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. Very truly yours, /S/ GOODWIN PROCTER LLP GOODWIN PROCTER LLP Exhibit 5.1

 
draft_s-8consentx8x12x20
Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated March 11, 2024, with respect to the consolidated financial statements of OraSure Technologies, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference. /s/ KPMG LLP Philadelphia, Pennsylvania August 12, 2024 Exhibit 23.1