As filed with the Securities and Exchange Commission
on March 1, 2022
Registration No. 333-
UNITD 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 |
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94-3248524 |
(State of
Incorporation) |
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(I.R.S. Employer
Identification No.) |
1180 Veterans Boulevard
South San Francisco, California 94080
(Address of principal executive offices, including
zip code)
Rigel Pharmaceuticals, Inc. Inducement
Plan
(Full title of the plan)
Raul R. Rodriguez
President and Chief Executive Officer
Rigel Pharmaceuticals, Inc.
1180 Veterans Boulevard
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 |
x |
Accelerated filer |
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| Non-accelerated filer |
¨ (Do not
check if a smaller reporting company) |
Smaller reporting company |
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Emerging growth company |
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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 an additional 1,079,000 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 (the “Inducement Plan”). The shares of the Registrant’s
Common Stock previously reserved for issuance under the Inducement Plan were registered on the Registrant’s Registration Statements
on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 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),
respectively (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 Inducement 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:
| · | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 1, 2022; |
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| | · | The
Registrant’s Current Reports on Form 8-K filed with the Commission on January 10, 2022, January 28, 2022, and February 17, 2022; and |
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| | · | The
description of the Registrant’s 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 February 2, 2007. |
| (5) |
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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| (6) |
Document incorporated by reference to the Company’s Form 10-K (No. 000-29889), filed with the Commission on March 6, 2018. |
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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 March 1, 2022.
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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 |
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March 1, 2022 |
| Raul R. Rodriguez |
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Director
(Principal Executive Officer) |
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| /s/ Dean Schorno |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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March 1, 2022 |
| Dean Schorno |
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| /s/ Gary A. Lyons |
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Chairman of the Board of Directors |
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March 1, 2022 |
| Gary A. Lyons |
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| /s/ Kamil Ali-Jackson |
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Director |
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March 1, 2022 |
| Kamil Ali-Jackson |
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| /s/ Bradford S. Goodwin |
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Director |
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March 1, 2022 |
| Bradford S. Goodwin |
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| /s/ Alison L. Hannah |
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Director |
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March 1, 2022 |
| Alison L. Hannah |
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| /s/ Keith A. Katkin |
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Director |
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March 1, 2022 |
| Keith A. Katkin |
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| /s/ Brian L. Kotzin |
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Director |
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March 1, 2022 |
| Brian L. Kotzin |
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| /s/ Gregg A. Lapointe |
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Director |
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March 1, 2022 |
| Gregg A. Lapointe |
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| /s/ Walter H. Moos |
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Director |
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March 1, 2022 |
| Walter H. Moos |
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| /s/ Jane Wasman |
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Director |
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March 1, 2022 |
| 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 |
|
March 1, 2022
Rigel Pharmaceuticals, Inc.
1180 Veterans Boulevard
South San Francisco, California 94080
| Re: | 1,079,000 Shares of Common Stock, $0.001 par value
per share |
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 1,079,000 shares of Common Stock, $0.001 par value per share (the “Registered Shares”), of the
Company which may be issued under the Rigel Pharmaceuticals, Inc. Inducement Plan (the “Plan”).
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 Plan and the resolutions adopted by the board of directors
of the Company relating to the Registration Statement and the Plan. 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.
Based on the foregoing, we are of the opinion that
each Registered Share that is newly issued pursuant to the 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 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 Plan.
Sidley
Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
March 1, 2022
Page 2
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 |