As filed with the U.S. Securities and Exchange Commission on May 23, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Doximity, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 27-2485512 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
500 3rd St.
Suite 510
San Francisco, CA 94107
(Address of principal executive offices) (Zip Code)
2021 Stock Option and Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Jeffrey Tangney
Chief Executive Officer
Doximity, Inc.
500 3rd St.
Suite 510
San Francisco, CA 94107
(Name and address of agent for service)
(650) 549-4330
(Telephone number, including area code, of agent for service)
Copies to: | |||||
Bradley C. Weber Julia R. White Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 | Jennifer Chaloemtiarana Doximity, Inc. 500 3rd St., Suite 510 San Francisco, CA 94107 (650) 549-4330 | ||||
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. ☐
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTIONS E
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Doximity, Inc. (“Registrant”) with the Securities and Exchange Commission (the “Commission”) to register (i) 1,865,616 additional shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) reserved for issuance under the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and 1,865,616 additional shares of its Class A Common Stock reserved for issuance under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), as approved on January 23, 2024 by the Compensation Committee of the Registrant's Board of Directors pursuant to the "evergreen" provisions of the 2021 Plan and 2021 ESPP, respectively and (ii) 9,697,040 additional shares of its Class A Common Stock reserved for issuance under the 2021 Plan and 1,939,408 additional shares of its Class A Common Stock reserved for issuance under the 2021 ESPP, as approved on January 30, 2023 by the Compensation Committee of the Registrant's Board of Directors pursuant to the “evergreen” provisions of the 2021 Plan and 2021 ESPP, respectively. Each of the 2021 Plan and 2021 ESPP provide for an automatic increase in the number of shares reserved and available for issuance under such plans on April 1, 2022, and each April 1 thereafter until each of the plans terminate respective to their terms.
Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statement on Form S-8 filed with the Commission on June 24, 2021 (File No. 333-257332) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Any written or oral requests for such documents shall be made to Doximity, Inc. Legal Department, 500 3rd St., Suite 510, San Francisco, CA 94107, or in the alternative by calling (650) 549-4330.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. | ||||
The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Annual Report”), filed with the Commission on May 23, 2024 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); | ||||
(b) | All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and | ||||
(c) | The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40508) filed with the Commission on June 15, 2021 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. | ||||
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into 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 for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier 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. | ||||
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number | Exhibit Title | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
4.1 | S-1 | 333-256584 | 4.1 | 5/28/2021 | ||||||||||||||||
4.2 | 10-K | 001-40508 | 10.3 | 5/27/2022 | ||||||||||||||||
4.3 | S-1/A | 333-256584 | 10.4 | 6/15/2021 | ||||||||||||||||
5.1 | X | |||||||||||||||||||
23.1 | X | |||||||||||||||||||
23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | X | ||||||||||||||||||
24.1 | X | |||||||||||||||||||
| 107 | X | |||||||||||||||||||
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 San Francisco, California, on May 23, 2024.
DOXIMITY, INC. | |||||
By: | /s/ Jeffrey Tangney | ||||
Jeffrey Tangney Chief Executive Officer | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Tangney and Anna Bryson, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Doximity, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and 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 or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||||||||||
| /s/ Jeffrey Tangney | Chief Executive Officer and Director (Principal Executive Officer) | May 23, 2024 | ||||||||||||
Jeffrey Tangney | ||||||||||||||
/s/ Anna Bryson | Chief Financial Officer (Principal Financial and Accounting Officer) | May 23, 2024 | ||||||||||||
Anna Bryson | ||||||||||||||
| /s/ Kevin Spain | Director | May 23, 2024 | ||||||||||||
Kevin Spain | ||||||||||||||
| /s/ Phoebe Yang | Director | May 23, 2024 | ||||||||||||
Phoebe Yang | ||||||||||||||
| /s/ Regina Benjamin | Director | May 23, 2024 | ||||||||||||
Regina Benjamin | ||||||||||||||
| /s/ Kira Wampler | Director | May 23, 2024 | ||||||||||||
Kira Wampler | ||||||||||||||
| /s/ Tim Cabral | Director | May 23, 2024 | ||||||||||||
Tim Cabral | ||||||||||||||