As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-   

Washington, D.C. 20549
PROCEPT BioRobotics Corporation
(Exact name of Registrant as specified in its charter)
Delaware 26-0199180
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
900 Island Drive Redwood City, California 94065
(Address of Principal Executive Offices) (Zip Code)
2021 Equity Incentive Award Plan
2021 Employee Stock Purchase Plan
(Full Title of the Plan)
Reza Zadno, Ph.D.
Chief Executive Officer
900 Island Drive
Redwood City, California 94065
(650) 232-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alaleh Nouri
Chief Legal Officer
Jonathan Stone
Associate General Counsel
900 Island Drive
Redwood City, California 94065
(650) 232-7200
B. Shayne Kennedy
Drew Capurro
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
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 filerAccelerated filer
Non-accelerated filerSmaller 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.  ☐


This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission for the purpose of registering an additional 2,689,575 shares of common stock, par value $0.00001 per share, of PROCEPT BioRobotics Corporation (the “Registrant”), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-259586 and 333-264758) are effective: (i) the 2021 Equity Incentive Award Plan which, as a result of an automatic annual increase provision therein, added 2,241,313 shares of common stock, and (ii) the 2021 Employee Stock Purchase Plan which, as a result of the operation of an annual increase provision therein, added 448,262 shares of common stock.
Pursuant to General Instruction E to Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

Item 8. Exhibits.
Exhibit DescriptionForm
Incorporated by Reference Date

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Redwood City, State of California, on this 28th day of February, 2023.
PROCEPT BioRobotics Corporation
By:/s/ Reza Zadno
Reza Zadno, Ph.D.
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Reza Zadno and Kevin Waters, and each of them, with full power of substitution and full power to act without the other, as 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 Securities and Exchange 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 of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
/s/ Reza ZadnoDirector and Chief Executive OfficerFebruary 28, 2023
Reza Zadno, Ph.D.(Principal Executive Officer)
/s/ Kevin WatersChief Financial OfficerFebruary 28, 2023
Kevin Waters(Principal Financial and Accounting Officer)
/s/ Frederic MollDirector and Chair of the BoardFebruary 28, 2023
Frederic Moll, M.D.
/s/ Antal DesaiDirectorFebruary 28, 2023
Antal Desai
/s/ Amy DodrillDirectorFebruary 28, 2023
Amy Dodrill
/s/ Taylor HarrisDirectorFebruary 28, 2023
Taylor Harris
/s/ Thomas KrummelDirectorFebruary 28, 2023
Thomas Krummel, M.D.
/s/ Colby WoodDirectorFebruary 28, 2023
Colby Wood
/s/ Elisabeth Sandoval-LittleDirectorFebruary 28, 2023
Elisabeth Sandoval-Little
/s/ Mary GarrettDirectorFebruary 28, 2023
Mary Garrett


(Form Type)

PROCEPT BioRobotics Corporation
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security TypeSecurity Class TypeFee Calculation RuleAmount Registered (1)Proposed Maximum Offering Price Per Share (2)Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
Fees to Be PaidEquityCommon Stock; $0.00001 par value per share457(c)
2,689,575 (3)$37.36$100,482,522.00$110.20 per $1,000,000$11,073.17
Fees Previously Paid
Total Offering Amounts$11,073.17
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due$11,073.17
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2021 Equity Incentive Award Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2)Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee. The maximum price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 27, 2023, which date is within five business days prior to filing this Registration Statement.
(3)Represents additional shares of the Registrant’s Common Stock that became available for issuance on January 1, 2023 under the 2021 Plan and ESPP, by operation of automatic annual increase provisions respectively therein.

650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Washington, D.C. February 28, 2023 PROCEPT BioRobotics Corporation 900 Island Drive Redwood City, CA 94065 Re: Registration Statement on Form S-8 with respect to 2,689,575 shares of Common Stock of PROCEPT BioRobotics Corporation, par value $0.00001 per share To the addressee set forth above: We have acted as special counsel to PROCEPT BioRobotics Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 2,689,575 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), which may be issued pursuant to the Company’s 2021 Equity Incentive Award Plan and the 2021 Employee Stock Purchase Plan (together, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectuses forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or

February 28, 2023 Page 2 awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Sincerely, /s/ Latham & Watkins LLP


We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PROCEPT BioRobotics Corporation of our report dated February 28, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in PROCEPT BioRobotics Corporation's Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP
San Jose, California
February 28, 2023