As filed with the Securities and Exchange Commission on February 24, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EVERBRIDGE, INC.

(Exact name of registrant as specified in its charter)

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip code)

2016 Equity Incentive Plan

2016 Employee Stock Purchase Plan

(Full titles of the plans)

David Wagner

Chief Executive Officer

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

(818) 230-9700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Noah F. Webster, Esq.

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

(818) 230-9700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 pursuant to Section 13(a) of the Exchange Act.  ☐

INCORPORATION BY REFERENCE OF CONTENTS

OF REGISTRATION STATEMENT ON FORM S-8

This Registration Statement is being filed by Everbridge, Inc. (the “Registrant”) for the purpose of registering (i) an additional 1,203,826 shares of Common Stock issuable pursuant to the Everbridge, Inc. 2016 Equity Incentive Plan (the “2016 EIP”), pursuant to the provisions of the 2016 EIP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2016 EIP on January 1, 2023 and (ii) an additional 200,000 shares of Common Stock issuable pursuant to the Everbridge, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”), pursuant to the provisions of the 2016 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2016 ESPP on January 1, 2023. These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2016 EIP and 2016 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2016 (File No. 333-213679), on Form S-8 filed with the Commission on March 23, 2017 (File No. 333-216909), on Form S-8 filed with the Commission on September 24, 2018 (File No. 333-227502), on Form S-8 filed with the Commission on March  1, 2019 (File No.  333-230032), on Form S-8 filed with the Commission on February 28, 2020 (File No. 333-236767), on Form S-8 filed with the Commission on February  26, 2021 (File No.  333-253639), and on Form S-8 filed with the Commission on February 25, 2022 (File No. 333-263048). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

SIGNATURES

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 Coppell, State of Texas, on February 24, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Wagner, Patrick Brickley and Noah F. Webster, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and 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 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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.

Exhibit 5.1

February 24, 2023

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, MA 01803

Ladies and Gentlemen:

I am the Chief Legal Officer of Everbridge, Inc., a Delaware corporation (the “Company”), and am providing this opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 1,403,826 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including (i) 1,203,826 shares (the “2016 EIP Shares”) pursuant to the Company’s 2016 Equity Incentive Plan (the “2016 EIP”) and (ii) 200,000 shares (the “2016 ESPP Shares”) pursuant to the Company’s 2016 Employee Stock Purchase Plan (the “2016 ESPP,” and collectively with the 2016 EIP, the “Plans”).

In connection with this opinion, I have examined and relied upon the Registration Statement and related Prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plans and the originals or copies certified to my satisfaction of such other records, documents, certificates, memoranda and other instruments as I deem necessary or appropriate to enable me to render the opinion expressed below. I have assumed the genuineness and authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies thereof.

My opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, I am of the opinion that the 2016 EIP Shares, when sold and issued in accordance with the 2016 EIP, and the 2016 ESPP Shares, when sold and issued in accordance with the 2016 ESPP, the Registration Statement and the related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Noah F. Webster

Noah F. Webster

Chief Legal Officer

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Equity Incentive Plan and the 2016 Employee Stock Purchase Plan of Everbridge, Inc. of our reports dated February 24, 2023, with respect to the consolidated financial statements of Everbridge, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Everbridge, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 24, 2023

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Everbridge, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities