As filed with the Securities and Exchange Commission on May 11, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Rain Oncology Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
82-1130967 (I.R.S. Employer Identification No.) |
8000 Jarvis Avenue, Suite 204
Newark, CA 94560
(Address of Principal Executive Offices, Zip Code)
Rain Oncology Inc. 2021 Equity Incentive Plan
Rain Oncology Inc. 2021 Employee Stock Purchase Plan
(Full title of the plan)
Avanish Vellanki
Chief Executive Officer
Rain Oncology Inc.
8000 Jarvis Avenue, Suite 204
Newark, CA 94560
(510) 953-5559
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Ryan A. Murr Branden C. Berns Gibson, Dunn & Crutcher LLP 555 Mission Street San Francisco, CA 94105-0921 (415) 393-8373 |
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 | x | Smaller reporting company | x |
| Emerging growth company | x |
| 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
This Registration Statement on Form S-8 (this “Registration Statement”) registers 1,451,611 additional shares of common stock, par value $0.001 per share (“Common Stock”) of Rain Oncology Inc. (the “Registrant”) to be issued pursuant to the Rain Oncology Inc. 2021 Equity Incentive Plan and 362,902 additional shares of Common Stock to be issued pursuant to the Rain Oncology Inc. 2021 Employee Stock Purchase Plan. The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2021 (SEC File No. 333-255548) and on May 6, 2022 (SEC File No. 333-264753), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
* Filed herewith.
2
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 Newark, State of California, on May 11, 2023.
| Rain Oncology Inc. | ||
| By: | /s/ Avanish Vellanki | |
| Name: | Avanish Vellanki | |
| Title: | Chairman and Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Avanish Vellanki, Nelson Cabatuan and Erik Atkisson, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution in each of them singly, for him or her and in his or her 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 Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their 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 indicated on the dates indicated.
| Signature | Title | Date | ||
| /s/Avanish Vellanki | Chairman and Chief Executive Officer | May 11, 2023 | ||
| Avanish Vellanki | (principal executive officer) | |||
| /s/ Nelson Cabatuan | Senior Vice President of Finance and Operations | May 11, 2023 | ||
| Nelson Cabatuan | (principal financial and accounting officer) | |||
| /s/ Franklin M. Berger | Director | May 11, 2023 | ||
| Franklin M. Berger | ||||
| /s/ Aaron Davis | Director | May 11, 2023 | ||
| Aaron Davis | ||||
| /s/ Gorjan Hrustanovic, Ph.D. | Director | May 11, 2023 | ||
| Gorjan Hrustanovic, Ph.D. | ||||
| /s/ Tran Nguyen | Director | May 11, 2023 | ||
| Tran Nguyen | ||||
| /s/ Peter Radovich | Director | May 11, 2023 | ||
| Peter Radovich | ||||
| /s/ Stefani Wolff | Director | May 11, 2023 | ||
| Stefani Wolff |
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