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-K001-4050810.35/27/2022
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
107X


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
  
 




Exhibit 107
Calculation of Filing Fee Tables
Form S-8 
(Form Type)
Doximity, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security
Type		Security
Class Title		Fee
Calculation
Rule
Amount
Registered(1)
Proposed Maximum
Offering Price Per Unit
Maximum
Aggregate
Offering Price
Fee RateAmount of
Registration Fee
EquityClass A common stock, $0.001 par value per share
Other(2)
11,562,656 (3)
$23.74 (2)
$274,497,453.44$0.00014760$40,515.83
EquityClass A common stock, $0.001 par value per share
Other(4)
3,805,024 (5)
$20.18 (4)
$76,785,384.32$0.00014760$11,333.53
Total Offering Amounts
$351,282,837.76$51,849.36
Total Fees Previously Paid
—
Total Fee Offsets (6)
—
Net Fee Due
$51,849.36
(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”) of Doximity, Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock.
(2)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $23.74 per share, which is the average of the high and low prices of Class A Common Stock on May 16, 2024, as reported on the New York Stock Exchange.
(3)Represents an aggregate number of shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2021 Plan pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan automatically increases on April 1st of each year by five percent (5%) of the total number of shares of the Registrant’s Class A Common Stock and Class B common stock, par value $0.001 per share (“Class B Common Stock”) issued and outstanding on the immediately preceding March 31st or such lesser number of shares of Class A Common Stock as approved by the Registrant’s board of directors or the Registrant’s compensation committee. 1,865,616 and 9,697,040 shares of Class A Common Stock were approved to be reserved for issuance, respectively, on January 23, 2024 and January 30, 2023, by the Registrant’s compensation committee.
(4)Estimated in accordance with Rules 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $23.74 per share, which is the average of the high and low prices of Class A Common Stock on May 16, 2024, as reported on the New York Stock Exchange. Pursuant to the 2021 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be eighty-five percent (85%) of the lower of the fair market value of a share of Class A Common Stock on the first trading day of the offering period or on the exercise date.
(5)Represents an aggregate number of shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2021 ESPP pursuant to an “evergreen” provision contained in the 2021 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2021 ESPP automatically increases on April 1st of each year by the lesser of (i) 6,750,000 shares of Class A Common Stock, (ii) one percent (1%) of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding on the immediately preceding March 31st or (iii) such lesser number of shares of Class A Common Stock as approved by the administrator of the 2021 ESPP, which is a person or persons appointed by the Registrant’s board of directors. 1,865,616 and 1,939,408 shares of Class A Common Stock were approved to be reserved for issuance, respectively, on January 23, 2024 and January 30, 2023, by the Registrant’s compensation committee.
(6)The Registrant does not have any fee offsets.


Exhibit 5.1
image_0.jpg    
Goodwin Procter LLP
601 Marshall Street
Redwood City,, CA 94063
goodwinlaw.com
+1 650 752 3100


May 23, 2024

Doximity, Inc.
500 3rd Street, Suite 510
San Francisco, CA 94107

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 15,367,680 shares (the “Shares”) of Class A common stock, $0.001 par value per share (“Class A Common Stock”) of Doximity, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 23, 2024, relating to the financial statements of Doximity, Inc. and the effectiveness of Doximity, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Doximity, Inc. for the year ended March 31, 2024.
/s/ Deloitte & Touche LLP
San Francisco, California
May 23, 2024


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