Form S-1 Interactive Drafting Guide

LAZY SUSAN, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2024 and December 31, 2023

Consolidated Statements of Preferred Stock and Stockholders’ Deficit for the Fiscal Years Ended December 31, 2024 and December 31, 2023

Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2024 and December 31, 2023

Notes to Consolidated Financial Statements

Shares

 

Lazy Susan

 

 

Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

, 2025

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Unless otherwise indicated, all references to “Lazy Susan,” the “company,” “we,” “our,” “us,” or similar terms refer to Lazy Susan, Inc. and its subsidiaries.

Item 13. Other Expenses of Issuance and Distribution.55

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc. (FINRA) filing fee and the exchange listing fee.

Item 14. Indemnification of Directors and Officers.56

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended (the Securities Act). Our amended and restated certificate of incorporation that will be in effect immediately prior to the completion of this offering permits indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws that will be in effect immediately prior to the completion of this offering provide that we will indemnify our directors and executive officers and permit us to indemnify our employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

We intend to enter into indemnification agreements with our directors and executive officers in connection with this offering, whereby we will agree to indemnify our directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director, executive officer, employee or agent of Lazy Susan, provided that such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in, or not opposed to, the best interests of Lazy Susan. At present, there is no pending litigation or proceeding involving a director or executive officer of Lazy Susan regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his or her capacity as such.

The underwriters are obligated, under certain circumstances, under the underwriting agreement to be filed as Exhibit 1.1 hereto, to indemnify us and our officers and directors against liabilities arising under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.57

From January 1, 2022 through                             , we have made the following sales of unregistered securities:

Equity Plan-Related Issuances

(1)    Since January 1, 2022, we have issued to our directors, officers, employees, consultants and other service providers an aggregate of                   shares of our common stock at per share purchase prices ranging from $        to $         pursuant to exercises of options under our 2018 Plan.

(2)   Since January 1, 2022, we have granted to our directors, officers, employees, consultants and other service providers options to purchase                     shares of our common stock with per share exercise prices ranging from $            to $        under our 2018 Plan.

(3)   Since January 1, 2022, we have granted to our directors, officers, employees, consultants and other service providers an aggregate of                      restricted stock units.

Redeemable Convertible Preferred Stock Issuances

(4)    In January 2022, we issued and sold an aggregate of                     shares of our Series A redeemable convertible preferred stock to            accredited investors at a price per share of $         , for an aggregate purchase price of $                        .

(5)    In June 2022, we issued and sold an aggregate of                     shares of our Series B redeemable convertible preferred stock to            accredited investors at a price per share of $         , for an aggregate purchase price of $                        .

(6)    In December 2023, we issued and sold an aggregate of                     shares of our Series C redeemable convertible preferred stock to            accredited investors at a price per share of $         , for an aggregate purchase price of $                        .

Redeemable Convertible Preferred Stock Warrant Issuances

(7)    In June 2022, we issued warrants to purchase up to an aggregate of                      shares of our Series B redeemable convertible preferred stock to           accredited investors. These warrants are net exercisable only and do not have a fixed exercise price.

The offers, sales and issuances of the securities described in paragraphs (1) through (3) were deemed to be exempt from registration under Rule 701 promulgated under the Securities Act as transactions under compensatory benefit plans and contracts relating to compensation, or under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The recipients of such securities were our directors, officers, employees, consultants or other service providers and received the securities under our equity incentive plans. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

The offers, sales and issuances of the securities described in paragraphs (4) through (7) were deemed to be exempt under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D under the Securities Act as a transaction by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and had adequate access, through employment, business or other relationships, to information about us. No underwriters were involved in these transactions.

Item 16. Exhibits and Financial Statement Schedules.58

(a) Exhibits.

The following exhibits are included herein or incorporated herein by reference:

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1	Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
3.2*	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of the offering.
3.3	Bylaws of the Registrant, as currently in effect.
3.4*	Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of the offering.
4.1*	Amended and Restated Investors’ Rights Agreement, by and among the registrant and certain holders of its capital stock, dated as of July 21, 2023.
5.1*	Opinion of Cooley LLP.
10.1*+	Lazy Susan, Inc. 2018 Equity Incentive Plan, as amended, and related forms of agreements thereunder.
10.2*+	Lazy Susan, Inc. 2025 Equity Incentive Plan and related forms of agreements thereunder.
10.3*+	Lazy Susan, Inc. 2025 Employee Stock Purchase Plan.
10.4*+	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
10.5*+	Employment Agreement, by and between the Registrant and V. Jah Neri, dated May 4,  2025.
10.6*	Lease Agreement, dated October 5, 2019, by and between the Registrant and                        .
21.1*	Subsidiaries of the Registrant.
23.1*	Consent of Cooley LLP (included in Exhibit 5.1).
23.2*	Consent of                                  , independent registered public accounting firm.
24.1*	Power of Attorney (included on signature page to this registration statement).
107*	Filing Fee Table.

_________________________

*	To be submitted by amendment.
+	Indicates management contract or compensatory plan.

(b) Financial Statement Schedule.

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California on                 , 2025.

 

LAZY SUSAN, INC.
By:	________________________
Name:	V. Jah Neri
Title:	Chief Executive Officer and Director

 

 

 

 

 

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint V. Jah Neri, Moe Neeman and Rick Fastors, and each one of them, 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 their 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 sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, 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 connection therewith, 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 or any of them, or his substitute or substitutes, 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 dates indicated.59

 

Signature	Title	Date
________________________ V. Jah Neri	Chief Executive Officer and Director (Principal Executive Officer)	, 2025
________________________ Moe Neeman	Chief Financial Officer (Principal Financial and Accounting Officer)	, 2025
________________________ Emir Itus, Ph.D.	Chair of the Board	, 2025
________________________ Augh Ditchare	Director	, 2025
________________________ Vee C. Funz	Director	, 2025
________________________ Inda Streepro	Director	, 2025