As filed with the Securities and Exchange Commission on August 7, 2026
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 3025 John F. Kennedy Boulevard 8th Floor Philadelphia, PA 19104 (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 5,000,000 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 April 20, 2026 (the “Plan”). Currently, 19,168,183 shares of Common Stock are registered for issuance under the Plan. Upon the increase of shares as provided in this filing, 24,168,183 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, Registration Statement No. 333-273731 filed on August 4, 2023, Registration Statement No. 333-281500 filed on August 12, 2024, and Registration Statement No. 333-287450 filed on May 20, 2025 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, 2025, filed with the Commission on March 9, 2026;
(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on May 8, 2026, and for the quarter ended June 30, 2026 filed with the Commission on August 7, 2026;
(c) The information in the Definitive Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Stockholders filed with the Commission on April 30, 2026 to the extent incorporated by reference in Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025;
(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
with the Commission on January 5, 2026, March 5, 2026, April 17, 2026, June 3, 2026 and June 11, 2026;
(e) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A12B (File No. 001-16537) as filed with the Commission on June 11, 2001, including any amendments or reports filed for the purpose of updating such description, including as set forth in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 9, 2025; 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 | ||||||||
| 4.6 | ||||||||
| 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 7th day of August 2026.
| 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.
| Signature | Title | Date | ||||||||||||
| /s/ Carrie Eglinton Manner | President, Chief Executive Officer and Director (principal executive officer) | August 7, 2026 | ||||||||||||
| Carrie Eglinton Manner | ||||||||||||||
| /s/ Kenneth J. McGrath | Chief Financial Officer (principal financial officer) | August 7, 2026 | ||||||||||||
| Kenneth J. McGrath | ||||||||||||||
| /s/ Michele Anthony | Senior Vice President, Controller & Chief Accounting Officer (principal accounting officer) | August 7, 2026 | ||||||||||||
| Michele Anthony | ||||||||||||||
/s/ John D. Bertrand | Director | August 7, 2026 | ||||||||||||
John D. Bertrand | ||||||||||||||
/s/ Steven K. Boyd | Director | August 7, 2026 | ||||||||||||
Steven K. Boyd | ||||||||||||||
/s/ Nancy J. Gagliano, M.D. | Director | August 7, 2026 | ||||||||||||
Nancy J. Gagliano, M.D. | ||||||||||||||
| /s/ John P. Kenny | Director | August 7, 2026 | ||||||||||||
| John P. Kenny | ||||||||||||||
| /s/ Lelio Marmora | Director | August 7, 2026 | ||||||||||||
| Lelio Marmora | ||||||||||||||
| /s/ Robert W. McMahon | Director | August 7, 2026 | ||||||||||||
| Robert W. McMahon | ||||||||||||||
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 | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||||||||
| 1 | Fees to Be Paid | $ | $ | $ | ||||||||||||||||||||||||||||
Fees to Be Paid | Total Registration Fee: | $ | ||||||||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||||||||||||||||||||||
| Total Fees Previously Paid | ||||||||||||||||||||||||||||||||
| Total Fee Offsets | ||||||||||||||||||||||||||||||||
| Net Fee Due | $ | |||||||||||||||||||||||||||||||
(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. The amount registered represents 5,000,000 shares of Common Stock that were approved for issuance under the Plan at the Registrant’s annual meeting of stockholders on June 3, 2026. The proposed maximum offering price per unit is 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 3, 2026. | |||||||||||||||||||||||||||||||
| Exhibit 5.1 | ||||||||
 | Goodwin Procter LLP 3025 John F. Kennedy Boulevard 8th Floor Philadelphia, PA 19104 goodwinlaw.com +1 445 207 7800 | |||||||
August 7, 2026
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 your counsel 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 5,000,000 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 Amended and Restated OraSure Technologies, Inc. 2000 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.
For purposes of the opinion set forth below, we have assumed that, at the time the 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.
The opinion set forth below is limited to the Delaware General Corporation Law.
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 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 9, 2026, with respect to the consolidated financial statements and internal control over financial reporting of OraSure Technologies, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
August 7, 2026