Filed pursuant to Rule 424(b)(3)
Registration No. 333-259398
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated September 22, 2021)
Rockley Photonics Holdings Limited
Up to 52,769,431 Ordinary Shares
(including Ordinary Shares issuable upon the exercise of warrants and options)
Up to 5,450,000 Warrants
This prospectus supplement supplements the prospectus dated September 22, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-259398). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 27, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance from time to time of up to 721,070 of our ordinary shares, nominal value $.000004026575398 per share (“Ordinary Shares”) exercisable upon the exercise of options to acquire Ordinary Shares. The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus or their donees, pledgees, transferees, or other successors in interest, including those who receive any of the shares as a gift, pledge, distribution, redemption, repurchase, cancellation, or other non-sale related transfer (the “selling securityholders”) of up to 52,048,361 Ordinary Shares and 5,450,000 warrants, which includes (i) up to 2,987,500 shares held by certain persons and entities (the “Original Holders”) holding Ordinary Shares initially purchased by SC Health Holdings Limited (the “Sponsor”) in a private placement in connection with the initial public offering (the “IPO”) of SC Health Corporation (“SC Health”) and 2,500,000 shares held by RP Bridge LLC and ROC SPV XIV LLC (“collectively, the “Sponsor Lenders” and, together with the Sponsor, the “Sponsor-Related Holders”) (ii) 5,450,000 Ordinary Shares issuable upon the exercise of warrants held by the Sponsor-Related Holders, and (iii) 41,110,861 shares held by certain affiliates and former affiliates of the Company (collectively, the “Securities”).
Our Ordinary Shares and warrants to purchase Ordinary Shares (the “Public Warrants”) are listed on the New York Stock Exchange under the symbols “RKLY” and “RKLY.WS,” respectively. On January 26, 2022, the closing price of our Ordinary Shares was $2.89 per share, and the closing price for our Public Warrants was $0.72 per warrant. We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure and reporting requirements.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled “Risk Factors” beginning on page 7 of the Prospectus and in the documents incorporated by reference in the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 27, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 26, 2022
____________________________
Rockley Photonics Holdings Limited
(Exact name of registrant as specified in its charter)
____________________________
| Cayman Islands | 001-40735 | 98-1644526 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom (Address of principal executive offices) | WA14 2DT (Zip Code) | |||||||||||||
+44 (0) 1865 292017
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Ordinary shares, $0.000004026575398 par value per share | RKLY | The New York Stock Exchange | ||||||
| Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | RKLY.WS | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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 13(a) of the Exchange Act. ☐
Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
Rockley Photonics Holdings Limited (the “Company”) has established May 16, 2022 as the date for its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”).
Since the Company did not hold an annual meeting of stockholders the previous year, stockholders of the Company who wish to have a director nomination or proposal regarding any other matter of business considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or pursuant to the Amended and Restated Articles of Association of the Company (the “Articles”) must submit such nomination or proposal to the Company’s Secretary at Rockley Photonics Holdings Limited, 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom WA14 2DT on or before the close of business on February 18, 2022, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials.
In addition to complying with the February 18, 2022 deadline, stockholder director nominations and proposals intended to be considered for inclusion in the Company’s proxy materials for the 2022 Annual Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8, the Companies Act of the Cayman Islands, and the Articles in order to be eligible for inclusion in the proxy materials for the 2022 Annual Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rockley Photonics Holdings Limited | ||||||||||||||
| Date: | January 27, 2022 | By: | /s/ Mahesh Karanth | |||||||||||
| Name: | Mahesh Karanth | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||