Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RIGEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
94-3248524 |
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer
Identification No.) |
611 Gateway Boulevard, Suite 900
South San Francisco, California 94080
(Address of principal executive offices, including
zip code)
Rigel Pharmaceuticals, Inc. Inducement
Plan, as Amended
Rigel Pharmaceuticals, Inc. 2018 Equity
Incentive Plan, as Amended
(Full title of the plan)
Raul R. Rodriguez
President and Chief Executive Officer
Rigel Pharmaceuticals, Inc.
611 Gateway Boulevard, Suite 900
South San Francisco, California 94080
(650) 624-1100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Carlton Fleming
Sidley Austin LLP
555 California Street, Suite 2000
San Francisco, California 94104
(415) 772-1207
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 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 |
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Accelerated filer |
x |
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Non-accelerated
filer |
¨ |
Smaller reporting company |
¨ |
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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 is being filed for the purpose of registering: (i) an additional 356,000 shares of common stock, par value $0.001
per share (the “Common Stock”), of Rigel Pharmaceuticals, Inc., a Delaware corporation (the “Company” or
the “Registrant”), to be issued pursuant to the Rigel Pharmaceuticals, Inc. Inducement Plan, as amended (the “Inducement
Plan”), which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Form S-8s
filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2023 (File No. 333-270329),
August 3, 2022 (File No. 333-266501), March 1, 2022 (File No. 333-263187), August 8, 2018 (File No. 333-226700), November 7, 2017 (File No. 333-221400), March 7, 2017 (File No. 333-216516), and November 1, 2016 (File No. 333-214370)
and (ii) an additional 4,000,000 shares of Common Stock to be issued pursuant to the Rigel Pharmaceuticals, Inc. 2018 Equity
Incentive Plan, as amended (the “2018 Plan,” and the Inducement Plan and the 2018 Plan, together, the “Plans”),
which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Form S-8s filed
with the Commission on August 3, 2022 (File No. 333-266501), June 21, 2021 (File No. 333-257226), August 4, 2020 (File No. 333-240371), August 7, 2019 (File No. 333-233064), and August 8, 2018 (File No. 333-226700). The
Registrant’s prior Form S-8s which are referenced in the preceding sentence are collectively referred to as the “Prior
Form S-8s.”
This Registration Statement
on Form S-8 relates to securities of the same class as that to which the Prior Form S-8s relate, and is submitted in accordance
with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8,
the contents of the Prior Form S-8s, to the extent relating to the registration of Common Stock issuable under the applicable Plan,
are incorporated herein by reference and made part of this Registration Statement on Form S-8, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Commission and are incorporated herein by reference:
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 7, 2023; |
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The Registrant’s
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023;
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The Registrant’s
Current Reports on Form 8-K filed with the Commission on January 9, 2023, February 3, 2023, and May 30, 2023; and |
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The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on October 3, 2000, including any amendments or reports filed for the purpose of updating such description. |
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 (the “Exchange Act”),
other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to
such items, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of
Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
For purposes of this Registration Statement,
any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded 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 superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits.
(1) |
Document incorporated
by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Commission on June 24,
2003. |
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(2) |
Document incorporated by
reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Commission on May 29,
2012. |
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(3) |
Document incorporated by
reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Commission on May 18,
2018. |
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(4) |
Document incorporated by
reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Commission on November 3,
2022. |
(5) |
Document incorporated
by reference to the Company’s Form 10-K (No. 000-29889), filed with the Commission on March 7, 2023. |
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(6) |
Document incorporated by
reference to the Company’s Definitive Proxy Statement, filed with the Commission on April 14, 2023. |
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* |
Filed herewith. |
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 South San Francisco, State of California, on August 1, 2023.
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RIGEL PHARMACEUTICALS, INC. |
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By: |
/s/ Raul R.
Rodriguez |
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Raul R. Rodriguez |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raul R. Rodriguez
and Dean Schorno, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his 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 (the “SEC”), and generally to do all such things in their names and behalf in their capacities
as officers and directors to enable the registrant to comply with the provisions of the Securities Act and all requirements of the SEC,
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 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.
Signature |
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Title |
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Date |
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/s/ Raul R. Rodriguez |
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President,
Chief Executive Officer and Director |
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August 1,
2023 |
Raul R. Rodriguez |
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(Principal Executive Officer) |
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/s/
Dean
Schorno |
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Chief
Financial Officer |
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August 1,
2023 |
Dean
Schorno |
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(Principal Financial and Accounting Officer) |
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/s/
Gregg
A. Lapointe |
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Chairman
of the Board of Directors |
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August 1,
2023 |
Gregg
A. Lapointe |
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/s/
Kamil
Ali-Jackson |
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Director |
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August 1,
2023 |
Kamil
Ali-Jackson |
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/s/ Alison L. Hannah |
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Director |
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August 1,
2023 |
Alison
L. Hannah |
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/s/
Brian
L. Kotzin |
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Director |
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August 1,
2023 |
Brian
L. Kotzin |
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/s/
Gary
A. Lyons |
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Director |
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August 1,
2023 |
Gary
A. Lyons |
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/s/
Walter
H. Moos |
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Director |
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August 1,
2023 |
Walter
H. Moos |
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/s/
Jane
Wasman |
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Director |
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August 1,
2023 |
Jane
Wasman |
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Exhibit 5.1
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Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
+1 312 853 7000
+1 312 853 7036
AMERICA
• ASIA PACIFIC •
EUROPE |
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August 1, 2023
Rigel Pharmaceuticals, Inc.
611 Gateway Boulevard, Suite 900
South San Francisco, California 94080
| Re: | 4,356,000 Shares of Common Stock, $0.001
par value per share (“Common Stock”) |
Ladies and Gentlemen:
We refer to the Registration
Statement on Form S-8 (the “Registration Statement”) being filed by Rigel Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), relating to the registration of (i) 356,000 shares of Common Stock which may be issued
under the Rigel Pharmaceuticals, Inc. Inducement Plan, as amended (the “Inducement Plan”) and (ii) 4,000,000
shares of Common Stock which may be issued under the Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as amended (the “2018
Plan” and, together with the Inducement Plan, the “Plans,” and the aggregate shares of Common Stock to be
registered under the Registration Statement, the “Registered Shares”).
This opinion letter is being
delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration
Statement, the Company’s amended and restated certificate of incorporation, as amended, the Plans, the resolutions adopted by the
board of directors of the Company relating to the Registration Statement and the Plans and the proposal adopted by the stockholders of
the Company relating to the 2018 Plan at the Company’s 2023 Annual Meeting of Stockholders. We have also examined originals, or
copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other
corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis
for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures,
the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination.
As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed
the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers
and other representatives of the Company.
Rigel Pharmaceuticals, Inc.
August 1, 2023
Page 2
Based on the foregoing, we
are of the opinion that each Registered Share that is newly issued pursuant to each Plan will be validly issued, fully paid and non-assessable
when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered
Share shall have been duly issued and delivered in accordance with the applicable Plan; and (iii) certificates representing such
Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against
payment of the agreed consideration therefor in an amount not less than the par value thereof or, if any Registered Share is to be issued
in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto
against payment of the agreed consideration therefor in an amount not less than the par value thereof, all in accordance with the applicable
Plan.
This opinion letter is limited
to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other
jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing
of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part
of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
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Very truly yours, |
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/s/ Sidley Austin LLP |
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 Rigel Pharmaceuticals, Inc. Inducement Plan, as Amended and Rigel
Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as Amended of our reports dated March 7, 2023, with respect to the financial
statements of Rigel Pharmaceuticals, Inc., and the effectiveness of internal control over financial reporting of Rigel Pharmaceuticals, 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 Francisco, California
August 1, 2023
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
(Form Type)
Rigel Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
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Security Type |
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Security
Class
Title |
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Fee
Calculation
Rule |
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Amount
Registered(1) |
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Proposed
Maximum
Offering
Price
Per Unit |
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Maximum
Aggregate
Offering
Price |
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Fee Rate |
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Amount of
Registration
Fee(2) |
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Fees to Be Paid |
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Equity(3) |
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Common Stock, $0.001 par value per
share |
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Rules 457(c)
and 457(h) |
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356,000 |
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$ |
1.26 |
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$ |
448,560.00 |
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.00011020 |
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$ |
49.43 |
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Equity(4) |
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Common Stock, $0.001 par value per share |
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Rules 457(c)
and 457(h) |
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4,000,000 |
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1.26 |
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5,040,000.00 |
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.00011020 |
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555.41 |
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Total Offering Amounts |
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$ |
-- |
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Total Fee Offsets |
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$ |
-- |
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Net Fee Due |
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$ |
604.84 |
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(1) |
Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement
shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans set forth herein by
reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to
the number of outstanding shares of Registrant’s Common Stock, as applicable. |
(2) |
Estimated
in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis
of $1.26 per share, the average of the high and low prices of the Registrant’s Common Stock on July 25, 2023 as reported
on the Nasdaq Global Select Market. |
(3) |
Represents
shares of the Registrant’s Common Stock that were added to the Rigel Pharmaceuticals, Inc. Inducement Plan, as amended,
pursuant to share reserve increases approved by the Registrant’s Board of Directors. |
(4) |
Represents
shares of the Registrant’s Common Stock that were added to the Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan,
as amended, pursuant to a share reserve increase approved by the Registrant’s Board of Directors and the Registrant’s
stockholders. |
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