As filed with the Securities and Exchange Commission on August 12, 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
VIEMED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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| British Columbia, Canada | | | | N/A |
(State or Other Jurisdiction of Incorporation or Organization) | | | | (I.R.S. Employer Identification No.) |
| | 625 E. Kaliste Saloom Rd. Lafayette, Louisiana 70508 | | |
| | (Address of Principal Executive Offices) (Zip Code) | | |
| | |
| VIEMED HEALTHCARE, INC. 2024 LONG TERM INCENTIVE PLAN |
| (Full Title of the Plan) |
| | | | | | | | | | | |
| Name, Address and Telephone | | | Copy of Communications to: |
| Number of Agent for Service: | | |
| | | |
| Trae Fitzgerald | | | E. James Cowen |
| Chief Financial Officer | | | Porter Hedges LLP |
| Viemed Healthcare, Inc. | | | 1000 Main Street, 36th Floor |
| 625 E. Kaliste Saloom Rd. | | | Houston, Texas 77002-6336 |
| Lafayette, Louisiana 70508 | | | (713) 226-6000 |
| (337) 504-3802 | | | |
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐ | Accelerated filer ☒ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | 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. ☐
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Viemed Healthcare, Inc. (the “Company”) to register an additional 412,351 common shares of the Company (the “Common Shares”) for issuance pursuant to the Viemed Healthcare, Inc. 2024 Long Term Incentive Plan, as amended (the “2024 Plan”). The 2024 Plan was described in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders held on June 5, 2025. An amendment to the 2024 Plan to add an additional 412,351 Common Shares to the 2024 Plan was approved by the Company’s shareholders at that meeting.
The 412,351 Common Shares being registered hereby are in addition to the Common Shares registered by the Company’s prior Registration Statement on Form S-8 (the “Prior Registration Statement”) filed on August 12, 2024 (File No. 333-281502). Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference herein except as otherwise amended or superseded hereby. Upon the effectiveness of this Registration Statement, the total number of Common Shares registered for issuance under the 2024 Plan will correspond to the aggregate 7,904,757 Common Shares available for issuance as of the date of the amendment to the Plan.
Item 8. Exhibits.
See Index to Exhibits, attached hereto, which Index to Exhibits is hereby incorporated into this Item 8.
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 Lafayette, State of Louisiana, on this 12th day of August, 2025.
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| VIEMED HEALTHCARE, INC. |
| |
| By: | | /s/ Trae Fitzgerald |
| | Trae Fitzgerald |
| | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Casey Hoyt, W. Todd Zehnder and Trae Fitzgerald, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, 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 by the following persons in the capacities and on the date indicated.
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| Signature | | Title | | Date |
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| /s/ Casey Hoyt | | Chief Executive Officer and Director | | August 12, 2025 |
| Casey Hoyt | | (Principal Executive Officer) | | |
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| /s/ Trae Fitzgerald | | Chief Financial Officer | | August 12, 2025 |
| Trae Fitzgerald | | (Principal Financial Officer and Accounting Officer) | | |
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| /s/ W. Todd Zehnder | | Chief Operating Officer and Director | | August 12, 2025 |
| W. Todd Zehnder | | | | |
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| /s/ Randy Dobbs | | Chairman of the Board | | August 12, 2025 |
| Randy Dobbs | | | | |
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| /s/ Dr. William Frazier | | Director and Chief Medical Officer | | August 12, 2025 |
| Dr. William Frazier | | | | |
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| /s/ Sabrina Heltz | | Director | | August 12, 2025 |
| Sabrina Heltz | | | | |
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| /s/ Nitin Kaushal | | Director | | August 12, 2025 |
| Nitin Kaushal | | | | |
| /s/ Timothy Smokoff | | Director | | August 12, 2025 |
| Timothy Smokoff | | | | |
INDEX TO EXHIBITS
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Exhibit
Number | | Description |
4.1 | | Viemed Healthcare, Inc. 2024 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 6, 2024). |
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4.2 | | First Amendment to Viemed Healthcare, Inc. 2024 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 5, 2025). |
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*5.1 | | Opinion of DLA Piper (Canada) LLP. |
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*23.1 | | Consent of Ernst & Young LLP. |
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*23.3 | | Consent of DLA Piper (Canada) LLP (included in Exhibit 5.1). |
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*24.1 | | Power of Attorney (included on signature page of this registration statement). |
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*107.1 | | Calculation of Filing Fee Tables |
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| *Filed herewith. | | |
