S-8

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.

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	Certificate of Amendment of the 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 December 29, 2022 (SEC File No. 001-40356)).
4.3	Second Amended and Restated Bylaws of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2023 (SEC File No. 001-40356)).
4.4	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	First Amendment to 2021 Equity Incentive Plan (incorporated by reference from Exhibit 10.13 of the Registrant’s Annual Report on Form 10-K filed on March 9, 2023 (SEC File No. 001-40356)).
99.3	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)).
99.4	First Amendment to 2021 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed on March 9, 2023 (SEC File No. 001-40356)).
107.1*	Filing Fee Table

* Filed herewith.

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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 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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EX-5.1

Exhibit 5.1

May 11, 2023

Rain Oncology Inc.

8000 Jarvis Avenue, Suite 204

Newark, CA 94560

Re: Rain Oncology 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 Oncology 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) 1,451,611 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible individuals under the Rain Oncology Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and (b) 362,902 shares of Common Stock issuable to eligible individuals under the Rain Oncology 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.

 

 

Rain Oncology Inc.

May 11, 2023

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

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 Oncology Inc. 2021 Equity Incentive Plan and Rain Oncology Inc. 2021 Employee Stock Purchase Plan of our report dated March 9, 2023, with respect to the consolidated financial statements of Rain Oncology Inc. 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

San Diego, California

May 11, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

RAIN ONCOLOGY 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)	1,451,611 (4)	$8.31	$12,062,887.41	$110.20 per $1,000,000	$1,329.33
Equity	Common stock, par value $0.001 per share	Rule 457(a) (3)	362,902 (5)	$8.31	$3,015,715.62	$110.20 per $1,000,000	$332.33
Total Offering Amounts					$15,078,603.03		$1,661.66
Total Fee Offsets							—
Net Fee Due							$1,661.66

(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 Oncology Inc. (the “Registrant”) that become issuable under the Rain Oncology Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Rain Oncology 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, 2023.

(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, 2023. 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 1,451,611 additional shares of Common Stock reserved for issuance under the 2021 Plan.

(5) Represents 362,902 additional shares of Common Stock reserved for issuance under the ESPP.