Document

S-8 1 osur-formsx820261.htm S-8 Document

As filed with the Securities and Exchange Commission on August 7, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORASURE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



Delaware		36-4370966
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

220 East First Street Bethlehem, Pennsylvania	18015
(Address of Principal Executive Offices)	(Zip Code)

ORASURE TECHNOLOGIES, INC. 2000 STOCK AWARD PLAN
(Full Title of the Plan)


Carrie Eglinton Manner
President and Chief Executive Officer
OraSure Technologies, Inc.
220 East First Street
Bethlehem, Pennsylvania 18015
(Name and address of agent for service)
(610) 882-1820
(Telephone number, including area code, of agent for service)
with a copy to: Rachael M. Bushey Justin Platt Goodwin Procter LLP 3025 John F. Kennedy Boulevard 8th Floor Philadelphia, PA 19104 (445) 207-7806

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

☐

Accelerated filer

☒

Non-accelerated filer

☐

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. ☐

EXPLANATORY NOTE

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents of the Registrant, filed or to be filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 9, 2026;

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on May 8, 2026, and for the quarter ended June 30, 202 6 filed with the Commission on August 7 , 2026;

(c) The information in the Definitive Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Stockholders filed with the Commission on April 30, 2026 to the extent incorporated by reference in Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

(d) The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items), filed

with the Commission on January 5, 2026, March 5, 2026, April 17, 2026, June 3, 2026 and June 11, 2026;

(e) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A12B (File No. 001-16537) as filed with the Commission on June 11, 2001, including any amendments or reports filed for the purpose of updating such description, including as set forth in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for t he fiscal year ended December 31, 202 5 , filed with the Commission on March 9 , 2025; and

(f) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this

Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained herein or in a document, all or a portion of which is 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 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 amended, to constitute a part of this Registration Statement.

Item 8.

Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:



Exhibit Number						Description

4.1						Certificate of Incorporation of OraSure Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4 (No. 333-39210), filed June 14, 2000).

4.2						Certificate of Amendment to Certificate of Incorporation dated May 23, 2000 (incorporated by reference to Exhibit 3.1.1 to the Registrant’s Registration Statement on Form S-4 (No. 333-39210), filed June 14, 2000).

4.3						Certificate of Amendment to Certificate of Incorporation dated May 16, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on May 17, 2024).

4.4						Certificate of Amendment to Certificate of Incorporation dated June 3, 2026 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on June 3, 2026).

4.5						Third Amended and Restated Bylaws of OraSure Technologies, Inc., effective as of August 5, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 5, 2025).

4.6						Specimen certificate representing shares of OraSure Technologies, Inc. $.000001 par value Common Stock is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4 (No. 333-39210).

5.1*						Opinion of Goodwin Procter LLP.

23.1*						Consent of Grant Thornton LLP.

23.2*						Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1*						Power of Attorney (included in signature page to this Registration Statement).

99.1						Amended and Restated OraSure Technologies, Inc. 2000 Stock Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on June 3, 2026 ).

107*						Filing Fee Table.

*Filed Herewith

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 Bethlehem, Commonwealth of Pennsylvania, on this 7th day of August 2026.



ORASURE TECHNOLOGIES, INC.

By:						/s/ Carrie Eglinton Manner
Name:						Carrie Eglinton Manner
Title:						President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of OraSure Technologies, Inc., hereby severally constitute and appoint Carrie Eglinton Manner and Kenneth J. McGrath, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person in such person’s name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or 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 held on the dates indicated.

Signature

Title

Date

/s/ Carrie Eglinton Manner

President, Chief Executive Officer and Director

(principal executive officer)

August 7, 2026

Carrie Eglinton Manner

/s/ Kenneth J. McGrath

Chief Financial Officer

(principal financial officer)

August 7, 2026

Kenneth J. McGrath

/s/ Michele Anthony

Senior Vice President, Controller & Chief Accounting Officer (principal accounting officer)

August 7, 2026

Michele Anthony

/s/ John D. Bertrand

Director

August 7, 2026

John D. Bertrand

/s/ Steven K. Boyd

Director

August 7, 2026

Steven K. Boyd

/s/ Nancy J. Gagliano, M.D.

Director

August 7, 2026

Nancy J. Gagliano, M.D.

/s/ John P. Kenny

Director

August 7, 2026

John P. Kenny

/s/ Lelio Marmora

Director

August 7, 2026

Lelio Marmora

/s/ Robert W. McMahon

Director

August 7, 2026

Robert W. McMahon