As filed with the Securities and Exchange Commission on March 13, 2024.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TURTLE BEACH CORPORATION

(Exact name of registrant as specified in its charter)

TURTLE BEACH CORPORATION

2023 STOCK-BASED INCENTIVE COMPENSATION PLAN

(Full title of the plan)

John T. Hanson

Chief Financial Officer

Turtle Beach Corporation

44 South Broadway, 4^th Floor

White Plains, New York 10601

(Name and address of agent for service)

(888) 496-8001

(Telephone number, including area code, of agent for service)

With a Copy to:

Stephen M. Leitzell

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

 (215) 994-2000

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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference into this Registration Statement:

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

All reports and other documents that the Registrant subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that the Registrant has sold all of the securities offered under this Registration Statement or deregisters the distribution of all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date that the Registrant files such report or document.

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 that also is, or is 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.

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

EXHIBIT INDEX

* Filed herewith.

	TURTLE BEACH CORPORATION
	By:		/s/ CRIS KEIRN
			Cris Keirn
			Interim Chief Executive Officer

SIGNATURE		TITLE		DATE
/s/ CRIS KEIRN		Interim Chief Executive Officer (Principal Executive Officer)		March 13, 2024
Cris Keirn
/s/ JOHN T. HANSON		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		March 13, 2024
John T. Hanson
/s/ TERRY JIMENEZ		Non-Executive Chairman of the Board and Director		March 13, 2024
Terry Jimenez
/s/ L. GREGORY BALLARD		Director		March 13, 2024
L. Gregory Ballard
/s/ KATHERINE L. SCHERPING		Director		March 13, 2024
Katherine L. Scherping
/s/ JULIA W. SZE		Director		March 13, 2024
Julia W. Sze
/s/ MICHELLE D. WILSON		Director		March 13, 2024
Michelle D. Wilson
/s/ ANDREW WOLFE		Director		March 13, 2024
Andrew Wolfe
/s/ WILLIAM WYATT		Director		March 13, 2024
William Wyatt

Exhibit 5.1

Snell & Wilmer L.L.P.

Hughes Center

3883 Howard Hughes Parkway, Suite 1100

Las Vegas, NV 89169-5958

TELEPHONE:  702.784.5200

FACSIMILE:  702.784.5252

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the Registration Statement.  All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have relied upon and examined matters of fact, questions of law and documents as we have deemed necessary to render this opinion, including the originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 

1.         The Registration Statement and exhibits hereto;

 

2.         The Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada, as amended though the date hereof (the “Charter”), certified as of the date hereof by an officer of the Company;

 

3.         The Bylaws of the Company, as amended and as certified as of the date hereof by an officer of the Company;

 

4.         Certificate of Existence with Status in Good Standing, certified by the Secretary of State of the State of Nevada, dated as of a recent date;

 

5.         Resolutions adopted by the Board of Directors of the Company relating to the authorization of the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

 

6.         A specimen of the current form of stock certificate representing shares of the Company’s Common Stock, certified as of the date hereof by an officer of the Company;

Turtle Beach Corporation

March 13, 2024

Page 2

7.         The 2023 Plan, certified as of the date hereof by an officer of the Company;

8.         A certificate executed by an officer of the Company, dated as of the date hereof, as to certain factual matters; and

 

9.         Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

 

In expressing the opinion set forth below, we have assumed the following:

 

A.         Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

  

B.         All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all such Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.  For the purpose of the opinion rendered below, we have assumed that, upon each issuance of Shares, the Company will receive or has received the consideration for such Shares required by the Resolutions.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that the issuance of the Shares has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and otherwise in accordance with the Registration Statement, and upon payment for and delivery of the Shares subject to issuance and sale by the Company, the Shares will be validly issued, fully paid and nonassessable.

 

We render this opinion only with respect to the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised Statutes. We neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or blue sky laws.

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.  Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement, other than as expressly stated herein with respect to the Shares.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder.

It is understood that this opinion is to be used only in connection with the offer of the Shares while the Registration Statement is in effect.

Very truly yours,

Snell & Wilmer L.L.P.

Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.001 per share	Rule 457(c) and Rule 457(h)	1,049,000	$10.56	$11,077,440.00	$147.60 per $1,000,000.00	$1,635.03
Total Offering Amounts					$11,077,440.00		$1,635.03
Total Fee Offsets							–
Net Fee Due							$1,635.03

(1)	This Registration Statement on Form S-8 (this “Registration Statement”) relates to 1,049,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Turtle Beach Corporation (the “Registrant”) not previously registered and available for issuance under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, formerly known as the Turtle Beach Corporation 2013 Stock-Based Incentive Compensation Plan (as amended and restated) (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan pursuant to this Registration Statement to prevent dilution by reason of any stock splits, stock dividends, or similar transactions effected without the receipt of consideration and which results in an increase in the number of outstanding shares of Common Stock.
(2)	The Proposed Maximum Offering Price Per Share and Maximum Aggregate Offering Price have been calculated solely for purposes of determining the registration fee for this offering under Rule 457(c) and (h) under the Securities Act on the basis of the average of the high ($10.80) and low ($10.31) sale prices of the Common Stock as reported on the Nasdaq Global Market on March 8, 2024, which date is within five business days prior to the filing of this Registration Statement.