As filed with the Securities and Exchange Commission on December 19, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| IBEX LIMITED | |||||
| (Exact name of registrant as specified in its charter) | |||||
| Bermuda | 00-0000000 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
1717 Pennsylvania Avenue NW, Suite 825 Washington, District of Columbia | 20006 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
IBEX LIMITED AMENDED AND RESTATED 2020 LONG-TERM INCENTIVE PLAN | |||||
| (Full title of the plan) | |||||
Robert Dechant, Chief Executive Officer IBEX Limited 1717 Pennsylvania Avenue NW, Suite 825 Washington, DC 20006 (202) 580-6200 | David C. Lee Jones Day 3161 Michelson Drive, Suite 800 Irvine, CA 92612 (949) 553-7570 | ||||
| (Name, address, telephone number, including area code, of agent for service) | (Copy to) | ||||
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. (Check one):
Large accelerated filer ¨ | Accelerated filer þ | Non-accelerated filer ¨ | Smaller reporting company þ | Emerging growth company þ | ||||||||||
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. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of an additional 650,000 shares (the “Shares”) of the common shares, par value $0.000111650536 per share, of IBEX Limited (the “Registrant”). The Shares are securities of the same class and relate to the same employee benefit plan, the IBEX Limited Amended and Restated 2020 Long-Term Incentive Plan, which was amended and restated effective as of December 5, 2025, as those registered pursuant to the Registrant’s registration statements on Form S-8 (File No. 333-242044) and Form S-8 (File No. 333-263228), previously filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 7, 2020 and March 2, 2022 (the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the new information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. | |||||||
The following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:
(3) The Registrant’s Current Report on Form 8-K (File No. 001-38442) filed with the Commission on November 24, 2025 and December 10, 2025.
(4) The description of the Registrant’s common shares contained in the Registration Statement on Form 8-A (File No. 001-38442), filed with the Commission on August 4, 2020, as updated by the description of the Registrant’s common shares contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-38442), for the fiscal year ended June 30, 2023, filed with the Commission on September 13, 2023, and any amendment filed for the purpose of updating such description.
In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities 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 filing such documents.
For purposes of this Registration Statement, any document or 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 document or statement in such document. 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.
EXHIBIT NUMBER | DESCRIPTION | |||||||
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 Washington, D.C., on December 19, 2025.
IBEX LIMITED
By: /s/ Robert Dechant
Name: Robert Dechant
Title: Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of IBEX Limited hereby appoint Robert Dechant and Taylor Greenwald as the true and lawful attorneys-in-fact and agents for the undersigned, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||||||
| /s/ Robert Dechant | Director and Chief Executive Officer (Principal Executive Officer) | December 19, 2025 | ||||||
| Robert Dechant | ||||||||
| /s/ Taylor Greenwald | Chief Financial Officer (Principal Financial and Accounting Officer) | December 19, 2025 | ||||||
| Taylor Greenwald | ||||||||
| /s/ Daniella Ballou-Aares | Director | December 19, 2025 | ||||||
| Daniella Ballou-Aares | ||||||||
| /s/ Karen Batungbacal | Director | December 19, 2025 | ||||||
| Karen Batungbacal | ||||||||
| /s/ Fiona Beck | Director | December 19, 2025 | ||||||
| Fiona Beck | ||||||||
| /s/ John Jones | Director | December 19, 2025 | ||||||
| John Jones | ||||||||
| /s/ Patrick McGinnis | Director | December 19, 2025 | ||||||
| Patrick McGinnis | ||||||||
| /s/ Mingzhe Zhuang | Director | December 19, 2025 | ||||||
| Mingzhe Zhuang | ||||||||