S-8

As filed with the Securities and Exchange Commission on May 6, 2022

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Rain Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   82-1130967

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

8000 Jarvis Avenue, Suite 204

Newark, CA 94560

(Address of Principal Executive Offices, Zip Code)

Rain Therapeutics Inc. 2021 Equity Incentive Plan

Rain Therapeutics Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Avanish Vellanki

Chief Executive Officer

Rain Therapeutics 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      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

This Registration Statement on Form S-8 (this “Registration Statement”) registers 1,059,032 additional shares of common stock, par value $0.001 per share (“Common Stock”) of Rain Therapeutics Inc. (the “Registrant”) to be issued pursuant to the Rain Therapeutics Inc. 2021 Equity Incentive Plan and 264,758 additional shares of Common Stock to be issued pursuant to the Rain Therapeutics Inc. 2021 Employee Stock Purchase Plan. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) (SEC File No. 333-255548), 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.

 

Exhibit No.

  

Exhibit Description

4.1    Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021 (SEC File No. 001-40356)).
4.2    Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021 (SEC File No. 001-40356)).
4.3    Form of Common Stock Certificate of the Registrant (incorporated by reference from Exhibit 4.1 of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on April 9, 2021 (SEC File No. 333-254998)).
5.1*    Opinion of Gibson, Dunn & Crutcher LLP
23.1*    Consent of Independent Registered Public Accounting Firm
23.2*    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on the signature page to this Registration Statement).
99.1    2021 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 of the Registrant’s Amendment No.  2 to Registration Statement on Form S-1 filed on April 19, 2021 (SEC File No. 333-254998)).
99.2    2021 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.4 of the Registrant’s Amendment No.  2 to Registration Statement on Form S-1 filed on April 19, 2021 (SEC File No. 333-254998)).
107.1*    Filing Fee Table

 

*

Filed herewith.

 

2


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 Newark, State of California, on May 6, 2022.

 

Rain Therapeutics 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 Jamie S. Blose, 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    

Avanish Vellanki

  

Chairman and Chief Executive Officer

(principal executive officer)

   May 6, 2022

/s/ Nelson Cabatuan    

Nelson Cabatuan

  

Senior Vice President of Finance and Administration

(principal financial and accounting officer)

   May 6, 2022

/s/ Franklin M. Berger    

Franklin M. Berger

   Director    May 6, 2022

/s/ Aaron Davis        

Aaron Davis

   Director    May 6, 2022

/s/ Gorjan Hrustanovic, PhD  

Gorjan Hrustanovic, PhD

   Director    May 6, 2022

/s/ Tran Nguyen            

Tran Nguyen

   Director    May 6, 2022

/s/ Peter Radovich    

Peter Radovich

   Director    May 6, 2022

/s/ Stefani Wolff      

Stefani Wolff

   Director    May 6, 2022

 

3

EX-5.1

Exhibit 5.1

 

LOGO                    LOGO

May 6, 2022

 

Rain Therapeutics Inc.

8000 Jarvis Avenue, Suite 204

Newark, CA 94560

 

  Re:

Rain Therapeutics Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Rain Therapeutics Inc., a Delaware corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to (a) 1,059,032 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible individuals under the Rain Therapeutics Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and (b) 264,758 shares of Common Stock issuable to eligible individuals under the Rain Therapeutics Inc. 2021 Employee Stock Purchase Plan (the “ESPP” and together with the 2021 Plan, the “Plans”).

We have examined the Plans and the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. We have also made such other investigations as we have deemed relevant and necessary or appropriate in connection with the opinion hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the shares of Common Stock issuable under the Plans, when issued and sold in accordance with the terms of the respective Plans and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

 

LOGO


 

LOGO

Rain Therapeutics Inc.

May 6, 2022

Page 2

 

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the law of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/S/ GIBSON, DUNN & CRUTCHER

EX-23.1

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 Rain Therapeutics Inc. 2021 Equity Incentive Plan and Rain Therapeutics Inc. 2021 Employee Stock Purchase Plan of our report dated March 3, 2022, with respect to the financial statements of Rain Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

San Diego, California

May 6, 2022

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

RAIN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

 Security Type 

 

 

Security

Class

Title (1)

 

 

Fee

Calculation

Rule

 

 

Amount

Registered

 

 

Proposed

Maximum

Offering

Price Per

Unit

 

 

Maximum

Aggregate

Offering

Price

 

 

Fee

Rate

 

 

Amount of

Registration

Fee

 

Equity

 

 

Common stock, par value $0.001 per share

 

 

Rule 457(a) (2)

 

 

1,059,032 (4)

 

 

$3.72

 

 

$3,939,600

 

 

$92.70 per $1,000,000

 

 

$365.20

 

Equity

 

 

Common stock, par value $0.001 per share

 

 

Rule 457(a) (3)

 

 

264,758 (5)

 

 

$3.72

 

 

$984,900

 

 

$92.70 per $1,000,000

 

 

$91.30

 

Total Offering Amounts

 

     

$4,924,500

 

     

$456.50

 

Total Fee Offsets

 

             

 

Net Fee Due

 

             

$456.50

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share (the “Common Stock”) of Rain Therapeutics Inc. (the “Registrant”) that become issuable under the Rain Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Rain Therapeutics Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Global Select Market, on May 4, 2022.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Global Select Market, on May 4, 2022. Pursuant to the ESPP, the purchase price of a share of Common Stock is 85% of the fair market value of the Common Stock.

(4)

Represents 1,059,032 shares of Common Stock reserved for issuance under the 2021 Plan.

(5)

Represents 264,758 shares of Common Stock reserved for issuance under the ESPP.