S-8

As filed with the Securities and Exchange Commission on March 15, 2023

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Model N, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	77-0528806
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

(650) 610-4600

(Address of Principal Executive Offices and Zip Code)

Amended and Restated 2021 Equity Incentive Plan

(Full title of the plan)

John Ederer

Chief Financial Officer

Model N, Inc.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

(Name and address of agent for service)

(650) 610-4600

(Telephone number, including area code, of agent for service)

Copies to:

Amanda Rose, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500 Errol H. Hunter, Esq.,
Chief Legal Officer
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(650) 610-4600

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 SHARES

PURSUANT TO GENERAL INSTRUCTION E

Model N, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 3,500,000 additional shares of common stock available for issuance under the Registrant’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to stockholder approval of an amendment to the 2021 Plan obtained on February 16, 2023.

In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s previous Registration Statements on Form S-8 filed with the Commission on March 4, 2021 (Registration No. 333-253893) to the extent not superseded hereby. In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 filed with the Commission on November 18, 2022 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

b)    the Registrant’s Quarterly Report on Form 10-Q for the three months ended December 31, 2022 filed with the SEC on February 7, 2023;

c)    the Registrant’s Current Reports on Form 8-K filed with the SEC on February 21, 2023, March 7, 2023 and March 14, 2023;

b)    all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and

c)    the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35840) filed with the Commission on March 18, 2013, including any amendments or reports filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8.    Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Amended and Restated Certificate of Incorporation of the Registrant	10-Q	001-35840	3.1	5/10/2013
4.2	Amended and Restated Bylaws of the Registrant of the Registrant	10-Q	001-35840	3.1	5/6/2020
4.3	Form of Registrant’s Common Stock certificate	S-1/A	333-186668	4.01	3/7/2013
5.1	Opinion of General Counsel (including consent)					X
23.1	Consent of General Counsel (contained in Exhibit 5.1)					X
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	Amended and Restated 2021 Equity Incentive Plan	DEF 14A	001-35840	Appendix A	1/6/2023
107.1	Filing Fee Table					X

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on this 15th day of March 2023.

MODEL N, INC.
By:	/s/ John Ederer
	John Ederer
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason Blessing and John Ederer, and each of them, 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 (including post-effective amendments) to this Registration Statement on Form S-8, 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 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 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Jason Blessing	Chief Executive Officer	March 15, 2023
Jason Blessing	(Principal Executive Officer)
/s/ John Ederer	Chief Financial Officer	March 15, 2023
John Ederer	(Principal Financial Officer and Principal Accounting Officer)
Additional Directors:
/s/ Tim Adams	Director	March 15, 2023
Tim Adams
/s/ Baljit Dail	Director	March 15, 2023
Baljit Dail
/s/ Kimberly DeCarlis	Director	March 15, 2023
Kimberly DeCarlis
/s/ Melissa Fisher	Director	March 3, 2023
Melissa Fisher
/s/ Manisha Gulati	Director	March 15, 2023
Manisha Gulati
/s/ Alan Henricks	Director	March 15, 2023
Alan Henricks
/s/ Scott Reese	Director	March 15, 2023
Scott Reese
/s/ Dave Yarnold	Director	March 15, 2023
Dave Yarnold

EX-5.1

Exhibit 5.1

March 15, 2023

Model N, Inc.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

Re: Opinion of Counsel

I am Chief Legal Officer and Corporate Secretary of Model N, Inc., a Delaware corporation (the “Company”), and am rendering this opinion in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “ Commission”) on or about March 15, 2023 in connection with the registration under the Securities Act of 1933, as amended, of 3,500,000 shares (the “Shares”) of the Company’s Common Stock, $0.00015 par value per share (the “Common Stock ”), subject to issuance by the Company under the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021Plan”).

In connection with my opinion, I have examined such matters of fact as I have deemed necessary, which included examination of originals or copies of: (a) the Company’s current Certificate of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the 2021 Plan, the Registration Statement and the exhibits thereto; (b) certain corporate proceedings of the Company’s board of directors and the Company’s stockholders relating to adoption or approval of the Company Charter Documents, the 2021 Plan, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act of 1933, as amended, and documents (including a certificate from the Company’s transfer agent) regarding the Company’s outstanding and reserved capital stock and other securities; and (c) such other documents as I have deemed advisable, and I have examined such questions of law as I have considered necessary.

In my examination of documents for purposes of this opinion, I have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to me as originals, the genuineness of signatures on documents reviewed by me, the conformity to originals and the completeness of all documents submitted to me as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. I have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering my opinion, I have also relied upon a Certificate of Good Standing dated March 15, 2023 issued by the Secretary of State of the State of Delaware with respect to the Company and representations and certifications made to me by the Company.

I render this opinion only with respect to, and I express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law now in effect. I express no opinion with respect to the securities or “blue sky” laws of any state.

Exhibit 5.1

(1)Based upon the foregoing, it is my opinion that the 3,500,000 shares of Common Stock that may be issued by the Company under the 2021 Plan, when issued, sold and delivered in accordance with the 2021 Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to me, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with the issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on my understanding of facts in existence as of such date after the aforementioned examination. I assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to my attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/s/ Errol Hunter

Errol Hunter

Chief Legal Officer and Corporate Secretary

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Model N, Inc. of our report dated November 18, 2022relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Model N, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2022.

/s/ PricewaterhouseCoopers LLP

San Jose, California
March 15, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Model N, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(3)	Maximum Aggregate Offering Price(3)	Fee Rate	Amount of Registration Fee(4)
Equity	Common stock, par value $0.00015 per share	Rule 457(c) and Rule 457(h)	3,500,000(2)	$31.74	$111,090,000	0.00011020	$12,242.12
Total Offering Amounts					$111,090,000		$12,242.12
Total Fee Offsets(5)							—
Net Fee Due							$12,242.12

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall cover any additional shares of common stock, $0.00015 par value per share (“Common Stock”) of the Registrant that become issuable under the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.

(2)    Represents 3,500,000 additional shares of Common Stock reserved for issuance under the 2021 Plan as of February 16, 2023.

(3)    Estimated under Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock on March 13, 2023, as reported by the New York Stock Exchange.

(4)    Rounded up to the nearest cent.

(5)    The Registrant does not have any fee offsets.