As filed with the Securities and Exchange Commission on July 8, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
INTAPP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 7372 | 46-1467620 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3101 Park Blvd
Palo Alto, CA 94306
(650) 852-0400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Intapp, Inc. 2021 Omnibus Incentive Plan
Intapp, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
John Hall
Chief Executive Officer
Intapp, Inc.
3101 Park Blvd
Palo Alto, CA 94306
(650) 852-0400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Kristina Trauger Linklaters LLP 1290 Avenue of the Americas New York, NY 10104 (212) 903-9575 |
Steven Todd General Counsel Intapp, Inc. 3101 Park Blvd Palo Alto, CA 94306 (650) 852-0400 |
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 | ☒ | 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. ☐
EXPLANATORY NOTE
Intapp, Inc. (the “Registrant”) is filing this registration statement on Form S-8 pursuant to and in accordance with General Instruction E of Form S-8 to register 4,491,059 additional shares of its common stock, par value $0.001 per share (“Common Stock”), for issuance under the Intapp, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”) and 898,211 additional shares of Common Stock for issuance under the Intapp, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”, together with the Omnibus Plan, the “Plans”). These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provisions of the Plans, which provide that the total number of shares of Common Stock subject to each Plan will be increased on the first day of each fiscal year pursuant to a specified formula. The Registrant first registered the offer and sale of shares of Common Stock in connection with the Omnibus Plan and in connection with the ESPP on its registration statement on Form S-8 (File No. 333-257507) filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2021 (the “First Registration Statement”) and subsequently registered the offer and sale of additional shares of Common Stock in connection with the Omnibus Plan and the ESPP on its registration statements on Form S-8 (File No. 333-265942) filed with the Commission on June 30, 2022, on Form S-8 (File No. 333-273092) filed with the Commission on June 30, 2023 and on Form S-8 (File No. 333- 280639) filed with the Commission on July 1, 2024 (the “Subsequent Registration Statements” and, collectively with the First Registration Statement, the “Previous Registration Statements”).
In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements are hereby incorporated by reference. Only those items of Form S-8 containing new information not contained in the Previous Registration Statements are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference to this Registration Statement:
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing or furnishing of such documents; provided, however, that information deemed to have been furnished and not filed shall not be deemed to be 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 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.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, California, on this 8th day of July, 2025.
| INTAPP, INC. | ||
| By: | /s/ David Morton | |
| Name: David Morton | ||
| Title: Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Hall and David Morton, each as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933 increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her 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 on Form S-8 has been signed by the following persons in the capacities and on July 8, 2025.
| Signature | Title | |
| /s/ John Hall | ||
| John Hall | Chief Executive Officer and Chairman of the Board (principal executive officer) | |
| /s/ David Morton | ||
| David Morton | Chief Financial Officer (principal financial officer) | |
| /s/ Martin Fichtner | ||
| Martin Fichtner | Director | |
| /s/ Charles Moran | ||
| Charles Moran | Director | |
| /s/ Beverly Allen | ||
| Beverly Allen | Director | |
| /s/ Ralph Baxter | ||
| Ralph Baxter | Director | |
| /s/ Nancy Harris | ||
| Nancy Harris | Director | |
| /s/ George Neble | ||
| George Neble | Director | |
| /s/ Marie Wieck | ||
| Marie Wieck | Director | |