[S-8] SOPHiA GENETICS SA Employee Benefit Plan Registration

Rhea-AI Filing Summary

Reliance Global Group, Inc. (NASDAQ: RELI/RELIW) has divested its wholly owned Fortman Insurance Services business for $5.0 million in cash. The asset sale, executed on July 7 2025 and effective retroactively to July 1 2025, transfers Fortman’s book of business, renewal rights, trade names and other tangible & intangible assets to Fortman Insurance Agency, LLC. Excluded from the deal are pre-effective-date cash and certain other specified assets and liabilities.

Immediate balance-sheet impact: management used the proceeds to repay approximately 50% of the company’s outstanding debt, which it says lowers annual debt-service obligations by more than $1.8 million. The company disclosed these figures in press releases dated July 8 and July 10 2025 (filed as Exhibits 99.1 and 99.2).

Key contractual terms: the Asset Purchase Agreement (Exhibit 10.1) contains customary representations, warranties, indemnities and restrictive covenants. Closing occurred the same day the agreement was signed, suggesting no financing or regulatory contingencies.

Corporate governance update: on July 10 2025 the Board’s Compensation Committee increased CEO & Chairman Ezra Beyman’s annual base salary to $513,000 from $425,000 and approved a $593,000 cash bonus payable in 12 monthly installments starting July 2025.

Investor takeaways:

• The transaction converts a non-core agency asset into cash, materially de-levering the balance sheet and improving liquidity.
• An annual interest-expense reduction of >$1.8 million should flow directly to net income and cash flow, subject to the loss of Fortman’s future earnings, which the filing does not quantify.
• The sizable CEO compensation increase offsets a small portion of the interest savings and may raise governance questions, but does not negate the balance-sheet benefit.

Positive

• $5.0 million cash inflow from Fortman Insurance Services sale, providing immediate liquidity.
• Debt reduced by approximately 50%, materially strengthening the balance sheet.
• Annual debt service lowered by over $1.8 million, enhancing future cash flow.

Negative

• CEO compensation increased (salary up to $513k plus $593k bonus), adding recurring expense and potential governance concerns.

Insights

Financial Analyst

TL;DR: $5M divestiture halves debt and trims $1.8M in annual interest—net positive for RELI leverage profile.

The Fortman sale injects immediate liquidity and removes half the company’s debt load, a substantial de-risking move for a micro-cap insurer. Assuming the debt carried typical mid-teens coupon rates often seen in specialty finance arrangements for small caps, a $1.8 million interest saving indicates previous annual debt service near $3.6 million, so leverage reduction is meaningful. Although the filing omits Fortman’s revenue/EBIT contribution, the cash-for-debt swap is accretive to free cash flow unless Fortman generated >$1.8 million EBIT, which appears unlikely for a $5M valuation. Overall, the transaction strengthens solvency and could improve borrowing terms going forward.

Corporate Governance Expert

TL;DR: Debt cut applauded, but simultaneous 21% CEO pay hike plus $593k bonus raises optics issues.

While shareholders benefit from balance-sheet improvement, awarding a sizable salary increase and near-equivalent bonus immediately after the asset sale may spark governance scrutiny. The Board should clarify performance metrics used to justify the raise to ensure alignment with long-term value creation. That said, the aggregate additional compensation (~$181k in new salary plus $593k bonus) is modest relative to savings achieved, so impact is limited.

 

As filed with the Securities and Exchange Commission on July 11, 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

 

SOPHiA GENETICS SA

(Exact name of registrant as specified in its charter)

 

Switzerland	 	Not Applicable
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)

 

La Pièce 12, CH-1180 Rolle, Switzerland

(Address of Principal Executive Offices)

 

 

SOPHiA GENETICS SA 2021 Equity Incentive Plan

(Full title of the plan)

 

 

SOPHiA GENETICS, Inc.

401 Park Drive, Suite 505

Boston, MA 02215

(Name and Address of Agent For Service)

 

(617) 982-1210

(Telephone number, Including Area Code, of Agent For Service)

 

 

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Kyoko Takahashi Lin

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

 

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 o	 	Accelerated filer x
Non-accelerated filer o	 	Smaller reporting company o

 

(Do not check if a smaller reporting company)   Emerging Growth Company x

 

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. o

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Pursuant to General Instruction E to Form S-8, SOPHiA GENETICS SA (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register 15,693,055 additional ordinary shares, par value CHF 0.05 per share, of the Registrant (the “Shares”), for issuance under the Registrant’s 2021 Equity Incentive Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on July 23, 2021 (Registration No. 333-258121). In accordance with the instructional note to Part I of Form S-8 as 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 following documents are incorporated herein by reference:

 

(a) The latest Registrant’s Form 20-F filed with the Commission on March 04, 2025 (the “Form 20-F”) pursuant to Section 13(a) or 15(d) of the Exchange Act (the “Exchange Act”), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed (File No. 001-40627);

 

(b) The Registrant’s Current Report on Form 6-K, filed with the SEC on May 6, 2025 (other than Exhibit 99.3 thereto) (File No. 001-40627); and

 

(c) The description of the Registrant’s share capital which is included as Exhibit 2.1 to the Form 20-F, including any amendment or supplements thereto.

 

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.

 

Any statement contained in a document 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 incorporated or 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 superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

Exhibit Number	 
4	Amended Articles of Association of SOPHiA GENETICS SA (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Form 6-K, filed on June 18, 2025)
 	 
5	Opinion of Niederer Kraft Frey Ltd., Swiss counsel of SOPHiA GENETICS SA (filed herewith)
 	 
23.1	Consent of PricewaterhouseCoopers SA, independent registered public accounting firm (filed herewith)
 	 
23.2	Consent of Niederer Kraft Frey Ltd.,Swiss counsel of SOPHiA GENETICS SA (included in Exhibit 5)
 	 
24	Powers of Attorney (included in the signature pages hereto)
 	 
99.1	SOPHiA GENETICS SA 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form F-1, filed on July 2, 2021)
 	 
107	Filing Fee Table (filed herewith)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the municipality of Rolle, Switzerland on July 11, 2025.

 

 	SOPHiA GENETICS SA		 
 	 		 
 	 		 
 	By:	/s/ Ross Muken	 
 	Name:	Ross Muken	 
 	Title:	President	 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jurgi Camblong, Ross Muken and Daan van Well and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her 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 and on the dates indicated.

 

Signature	 	Title	Date
 	 	 	 
/s/ Jurgi Camblong	 	Chief Executive Officer and Director	July 11, 2025
Jurgi Camblong	 	(Principal Executive Officer)	 
 	 	 	 
/s/ George Cardoza	 	Chief Financial Officer	July 11, 2025
George Cardoza	 	(Principal Financial and Accounting Officer)	 
 	 	 	 
/s/ Troy Cox	 	 	July 11, 2025
Troy Cox	 	Chairman of the Board of Directors	 
 	 	 	 
/s/ Tomer Berkovitz 	 	 	July 11, 2025
Tomer Berkovitz	 	Director	 
 	 	 	 
/s/ Kathy Hibbs	 	 	July 11, 2025
Kathy Hibbs	 	Director	 
 	 	 	 
/s/ Didier Hirsch	 	 	July 11, 2025
Didier Hirsch	 	Director	 
 	 	 	 
/s/ Vincent Ossipow	 	 	July 11, 2025
Vincent Ossipow	 	Director	 
 	 	 	 
/s/ Jean-Michel Cosséry	 	 	July 11, 2025
Jean-Michel Cosséry	 	Director	 
 	 	 	 
/s/ Ross Muken	 	 	July 11, 2025
Ross Muken	 	President, Authorized Representative in the United States	 

 

 

FAQ

What did Reliance Global Group (RELI) sell on July 7 2025?

The company sold substantially all assets of Fortman Insurance Services, its Ohio insurance agency business, for $5.0 million in cash.

How much debt did RELI repay with the Fortman sale proceeds?

Management states it reduced outstanding debt by about 50% using the $5 million proceeds.

What is the annual interest savings from this transaction?

The filing cites an annual debt-service reduction exceeding $1.8 million.

Did the deal include the Fortman Insurance Services trade name?

Yes. Intellectual property, including the Fortman Insurance Services and Fortman Insurance Agency names, were part of the transferred assets.

How did CEO Ezra Beyman’s compensation change?

His base salary rose from $425k to $513k, and he will receive a $593k bonus paid over 12 months starting July 2025.

Where can investors find the full Asset Purchase Agreement?

It is filed as Exhibit 10.1 to this Form 8-K.