As filed with the Securities and Exchange Commission on August 7, 2025
Registration No. 333‑
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Corsair Gaming, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
82-2335306 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
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115 N. McCarthy Boulevard |
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Milpitas, California |
95035 |
(Address of registrant’s principal executive offices) |
(Zip Code) |
2020 Incentive Award Plan
2020 Employee Stock Purchase Plan
(Full Title of the Plan)
Thi L. La
Chief Executive Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035
(Name and address of agent for service)
(510) 657-8747
(Telephone number, including area code, of agent for service)
Copies to:
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Phillip S. Stoup, Esq. Shira Oyserman, Esq.
Freshfields US LLP
One Bush Street, 17th Floor
San Francisco, California 94104
(415) 400-2200 |
Michael Potter
Chief Financial Officer
115 N. McCarthy Boulevard Milpitas, California 95035 (510) 657-8747 |
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.
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Large accelerated filer |
☐ |
Accelerated filer |
☒ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 5,238,195 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on
Form S-8 (File Nos. 333-279188, 333-271812, 333-264772, 333-254142, and 333-249065) are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 4,190,556 shares of common stock and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,047,639 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (File Nos. 333-279188, 333-271812, 333-264772, 333-254142, and 333-249065) are incorporated by reference herein.
EXHIBIT INDEX
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Incorporated by Reference |
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Exhibit
Number |
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Description |
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Form |
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Exhibit |
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Date Filed |
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Filed Herewith |
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4.1 |
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Second Amended and Restated Certificate of Incorporation. |
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8‑K |
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3.1 |
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09/25/2020 |
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4.2 |
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Amended and Restated Bylaws. |
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8‑K |
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3.2 |
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09/25/2020 |
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4.3 |
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Form of Common Stock Certificate of the Registrant. |
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S‑1/A |
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4.2 |
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09/18/2020 |
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5.1 |
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Opinion of Freshfields US LLP. |
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X |
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23.1 |
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Consent of Freshfields US LLP (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included in the signature page to this registration statement). |
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X |
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99.1(a)# |
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2020 Incentive Award Plan. |
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S‑1/A |
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10.3 |
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09/14/2020 |
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99.1(b)# |
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Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan. |
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S‑1/A |
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10.3(a) |
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09/14/2020 |
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99.1(c)# |
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Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2020 Incentive Award Plan. |
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S‑1/A |
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10.3(b) |
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09/14/2020 |
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99.1(d)# |
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Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan. |
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S‑1/A |
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10.3(c) |
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09/14/2020 |
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99.2# |
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2020 Employee Stock Purchase Plan. |
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S‑1/A |
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10.4 |
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09/14/2020 |
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107.1 |
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Filing Fee Table. |
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X |
# Indicates management contract or compensatory plan.
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 Fremont, California, on August 7, 2025.
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CORSAIR GAMING, INC. |
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By: |
/s/ Thi L. La |
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Thi L. La |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thi L. La and Michael G. Potter, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her 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 this Registration Statement, 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, 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 and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ Thi L. La |
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Chief Executive Officer and Director |
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August 7, 2025 |
Thi L. La |
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(Principal Executive Officer) |
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/s/ Michael G. Potter |
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Chief Financial Officer |
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August 7, 2025 |
Michael G. Potter |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Anup Bagaria |
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Director |
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August 7, 2025 |
Anup Bagaria |
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/s/ Diana Bell |
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Director |
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August 7, 2025 |
Diana Bell |
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/s/ Jason Cahilly |
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Director |
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August 7, 2025 |
Jason Cahilly |
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/s/ George L. Majoros, Jr. |
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Director |
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August 7, 2025 |
George L. Majoros, Jr. |
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/s/ Sarah M. Kim |
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Director |
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August 7, 2025 |
Sarah M. Kim |
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/s/ Stuart A. Martin |
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Director |
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August 7, 2025 |
Stuart A. Martin |
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/s/ Samuel R. Szteinbaum |
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Director |
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August 7, 2025 |
Samuel R. Szteinbaum |
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/s/ Randall J. Weisenburger |
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Director |
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August 7, 2025 |
Randall J. Weisenburger |
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