RKLY / Rockley Photonics Holdings Ltd - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

रॉकली फोटोनिक्स होल्डिंग्स लिमिटेड
US ˙ NYSE ˙ KYG7614L1095
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CIK 1852117
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rockley Photonics Holdings Ltd
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
May 15, 2023 EX-21.1

List of Subsidiaries.

EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Legal Name Jurisdiction of Incorporation Rockley Photonics Holdings Limited Cayman Islands Rockley Photonics Cayman Limited Cayman Islands Rockley Photonics Limited England and Wales Rockley Photonics, Inc. Delaware, US Rockley Photonics Oy Finland Rockley Photonics Ireland Limited Republic of Ireland Rockley Photonics Hong Kong Limited Hong Kong

May 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-40735 R

May 15, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40735 Rockley Photonics Holdings Limited (Exact name of registrant as s

April 7, 2023 EX-2.1

Confirmation Order, dated March 10, 2023.

EX-2.1 Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: ROCKLEY PHOTONICS HOLDINGS LIMITED, Debtor.1 Chapter 11 Case No. 23-10081 (LGB) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING THE ADEQUACY OF DEBTOR’S DISCLOSURE STATEMENT, AND (II) CONFIRMING THE REVISED SECOND AMENDED PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF ROCKLEY PHOTONICS HOLDINGS L

April 7, 2023 8-K

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): March 10, 2023 Rockley Photonics

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): March 10, 2023 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 001-40735 98-1644526 (State or other jurisdiction of incorporat

April 3, 2023 NT 10-K

G7614L 109 G7614L 117

NT 10-K SEC FILE NUMBER 001-40735 CUSIP NUMBER G7614L 109 G7614L 117 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 27, 2023 EFFECT

EFFECT

X0101 EFFECT 33 LIVE 2023-02-27 0001193125-23-046633 POS AM 0001852117 Rockley Photonics Holdings Ltd 333-261399

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 23, 2023

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 23, 2023

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 POS AM

As filed with the Securities and Exchange Commission on February 23, 2023

As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 23, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 23, 2023

As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

February 14, 2023 SC 13G

RKLY / Rockley Photonics Holdings Limited / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-rkly123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rockley Photonics Holdings Limited (Name of Issuer) Ordinary shares, $0.000004026575398 par value per share (Title of Class of Securities) G7614L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t

February 14, 2023 SC 13G

RKLY / Rockley Photonics Holdings Limited / Morningside Technology Ventures Ltd - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) ROCKLEY PHOTONICS HOLDINGS LIMITED (Name of Issuer) Ordinary Shares, nominal value $0.000004026575398 per share (Title of Class of Securities) G7614L109 (CUSIP Number) October 25, 2022 (Date of Event Which Requires Filing of this Statement) Check th

February 14, 2023 SC 13G/A

RKLY / Rockley Photonics Holdings Limited / ROC SPV XIX LLC - SC 13G/A Passive Investment

SC 13G/A 1 brhc10048176sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rockley Photonics Holdings Limited (Name of Issuer) Ordinary Shares, $0.000004026575398 par value per share (Title of Class of Securities) G7614L109 (CUSIP Number) December 31, 2022 (Date of Event which Requires

February 14, 2023 SC 13G/A

RKLY / Rockley Photonics Holdings Limited / WHITEBOX ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047871sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rockley Photonics Holdings Limited (Name of Issuer) Ordinary shares, $0.000004026575398 par value per share (Title of Class of Securities) G7614L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires F

February 14, 2023 SC 13G/A

RKLY / Rockley Photonics Holdings Limited / Wazee Street Capital Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047868sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rockley Photonics Holdings Limited (Name of Issuer) Ordinary shares, $0.000004026575398 par value per share (Title of Class of Securities) G7614L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires F

February 14, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 CUSIP No. G7614L109 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13G (including amendments thereto) jointly on behalf o

February 8, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the Ordinary shares, $0.

January 30, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership

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 24, 2023 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 001-40735 98-1644526 (State or other jurisdiction of incorpor

January 30, 2023 EX-99.1

Balance Sheet US GAAP

Balance Sheet US GAAP Report Date: 30/11/2022 Rockley Photonics Holdings Limited (In US Dollars thousands) Assets Current assets: Cash and cash equivalents 6,138 Short term investments 0 AR and other receivables 0 Other receivables 4 Intercompany 602,366 Current tax asset 0 Restricted cash 0 Prepaid expenses 4,517 Other current assets 0 Total current assets 613,025 Long term investments 0 Property

January 30, 2023 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

424B3 1 elocprosuppjan302023cayman.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 21 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No.

January 24, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

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 23, 2023 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 001-40735 98-1644526 (State or other jurisdiction of incorpor

January 24, 2023 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 20 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

December 29, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 19 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

December 29, 2022 8-K

Other Events

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): December 28, 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 incorpo

December 27, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): December 27, 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 incorpo

December 27, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 18 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

December 15, 2022 EX-99.1

###

Rockley Photonics Announces Receipt of Notice from NYSE of Non-Compliance with Continued Listing Standards OXFORD, England, and PASADENA, Calif.

December 15, 2022 8-K

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): December 9, 2022 Rockley Photonic

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): December 9, 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 incorpor

December 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 17 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

December 12, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 12, 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 incorpo

December 12, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

December 12, 2022 EX-99.1

FOR IMMEDIATE RELEASE Rockley Photonics Announces Promotion of Richard A. (Randy) Meier to Chief Executive Officer Rickman to serve as executive chair; Becker promoted to interim chief financial officer OXFORD, England, and PASADENA, Calif., December

FOR IMMEDIATE RELEASE Rockley Photonics Announces Promotion of Richard A. (Randy) Meier to Chief Executive Officer Rickman to serve as executive chair; Becker promoted to interim chief financial officer OXFORD, England, and PASADENA, Calif., December 12, 2022 ? Rockley Photonics Holdings Limited (NYSE: RKLY), a global medical technology company focused on delivering leading edge silicon photonics-

November 21, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

November 10, 2022 EX-4.11

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.11 DESCRIPTION OF SHARE CAPITAL References in this exhibit to ?Rockley,? ?we,? ?us,? or ?our? are to Rockley Photonics Holdings Limited and does not include our subsidiaries. The following summary of the material terms of our share capital is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Second Amended and Res

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 o TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 10, 2022 424B3

Rockley Photonics Holdings Limited Up to 443,808,239 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-268104 PROSPECTUS Rockley Photonics Holdings Limited Up to 443,808,239 Ordinary Shares This prospectus relates to the offer and sale from time to time of up to 443,808,239 ordinary shares, nominal value $0.000004026575398 per share, (the ?ordinary shares?) of Rockley Photonics Holdings Limited, a Cayman Islands exempted company (?Rockley,? the

November 10, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

November 9, 2022 EX-99.1

Rockley Photonics Reports Third Quarter of Fiscal 2022 Financial Results Additional capital raised through private placement Reduction in headcount and operating costs targets lower cash burn Advanced blood pressure biomarker by demonstrating promisi

Exhibit 99.1 Rockley Photonics Reports Third Quarter of Fiscal 2022 Financial Results Additional capital raised through private placement Reduction in headcount and operating costs targets lower cash burn Advanced blood pressure biomarker by demonstrating promising intra-subject tracking against standard blood pressure cuff OXFORD, England and PASADENA, Calif. – November 9, 2022 – Rockley Photonic

November 9, 2022 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 9, 2022 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1

November 9, 2022 8-K

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): November 9, 2022 Rockley Photonic

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): November 9, 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 incorpor

November 7, 2022 CORRESP

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT November 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Gr

CORRESP 1 filename1.htm Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT November 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Gregory Herbers Re: Rockley Photonics Holdings Limited Registration Statement on Form S-3 File No. 333-268104 Ladies and Gentlem

November 1, 2022 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities - - - - - - - - - - - - Fees to Be Paid Equity Ordinary Shares, nominal value $0.

November 1, 2022 S-3

As filed with the Securities and Exchange Commission on November 1, 2022

As filed with the Securities and Exchange Commission on November 1, 2022 Registration No.

October 31, 2022 EX-4.1

Fourth Supplemental Indenture dated October 25, 2022 by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed October 31, 2022)

Exhibit 4.1 ROCKLEY PHOTONICS HOLDINGS LIMITED AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Collateral Agent FOURTH SUPPLEMENTAL INDENTURE October 25, 2022 Convertible Senior Secured Notes Due 2026 FOURTH SUPPLEMENTAL INDENTURE, dated as of October 25, 2022 (this ?Supplemental Indenture?), between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands

October 31, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

October 31, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 25, 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 incorpor

October 25, 2022 EX-10.3

Form of Registration Rights Agreement by and among Rockley Photonics Holdings Limited and the subscribers named therein

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of , 2022, between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the ?Company?), and each of the several subscribers signatory hereto (each such subscriber, a ?Subscriber? and, collectively, the ?Subscriber

October 25, 2022 EX-4.1

Form of Indenture (including form of New Note) by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed October 25, 2022).

Exhibit 4.1 ROCKLEY PHOTONICS HOLDINGS LIMITED, THE GUARANTORS PARTY HERETO, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent INDENTURE Dated as of , 2022 Convertible Senior Secured Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 References to Interest 54 Section 1.03 Divisions 55 Section 1.04 Trust Indenture Act 55 Sec

October 25, 2022 EX-10.2

Form of Noteholder Agreement by and among the Company and the Purchasers named therein (incorporated by reference from Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed October 25, 2022).

Exhibit 10.2 NOTEHOLDER AGREEMENT This Noteholder Agreement (this ?Agreement?) is dated as of , 2022, by and among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the ?Issuer?), the subsidiaries of the Issuer party hereto as Guarantors, each beneficial owner of the Notes issued under the Junior Indenture (as defined below) that is a signatory party heret

October 25, 2022 EX-10.1

and the subscribers named therein (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed October 25, 2022).

Exhibit 10.1 REPURCHASE AND SUBSCRIPTION AGREEMENT This REPURCHASE AND SUBSCRIPTION AGREEMENT is made as of October 24, 2022 (this ?Agreement?), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the ?Issuer?), each of the Subsidiaries (as defined below) of the Issuer that are parties hereto (the ?Guarantors? and collectively with the Issuer, the ?Note Parties?), a

October 25, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 24, 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 incorpor

October 25, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

October 25, 2022 EX-4.2

Form of Ordinary Share Purchase Warrant issued October 25, 2022 (incorporated by reference from Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed October 25, 2022).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 24, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

October 24, 2022 8-K

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): October 18, 2022 Rockley Photonic

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): October 18, 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 incorpor

October 24, 2022 EX-99.1

FOR IMMEDIATE RELEASE Page 1 of 3 Rockley Photonics Announces Receipt of Notice from NYSE of Non- Compliance with Continued Listing Standards OXFORD, England, and PASADENA, Calif., October 24, 2022 – Rockley Photonics Holdings Limited (NYSE: RKLY) (“

FOR IMMEDIATE RELEASE Page 1 of 3 Rockley Photonics Announces Receipt of Notice from NYSE of Non- Compliance with Continued Listing Standards OXFORD, England, and PASADENA, Calif.

October 21, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is be

October 20, 2022 EX-99.1

Rockley Photonics Appoints Healthcare Industry Veteran Richard A. “Randy” Meier President and Chief Financial Officer 10/20/2022 Meier to focus on driving cash-efficient performance and enabling commercial production ramp OXFORD, England & PASADENA,

Rockley Photonics Appoints Healthcare Industry Veteran Richard A. ?Randy? Meier President and Chief Financial Officer 10/20/2022 Meier to focus on driving cash-efficient performance and enabling commercial production ramp OXFORD, England & PASADENA, Calif.-(BUSINESS WIRE)- Rockley Photonics Holdings Limited (NYSE: RKLY) (?Rockley?), a global leader in photonics-based health monitoring and communic

October 20, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 20, 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 incorpor

October 20, 2022 EX-10.1

Employment Agreement between Rockley Photonics and Richard A. Meier

4864-5198-5974.v9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is made and entered into by and between Rockley Photonics, Inc. (the ?Company?), Rockley Photonics Holdings Limited (?Holdings?) and Richard A. Meier (the ?Executive?). This Agreement shall become effective on October 20, 2022 or such other date as may be mutually agreed to by the Company and the Executive (the ?Ef

October 14, 2022 424B3

Rockley Photonics Holdings Limited Up to 1,817,172 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267679 PROSPECTUS Rockley Photonics Holdings Limited Up to 1,817,172 Ordinary Shares This prospectus relates to the offer and sale from time to time of up to 1,817,172 ordinary shares, nominal value $0.000004026575398 per share, (the ?ordinary shares?) of Rockley Photonics Holdings Limited, a Cayman Islands exempted company (?Rockley,? the ?Com

October 12, 2022 CORRESP

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT October 12, 2022

CORRESP 1 filename1.htm Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT October 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Gregory Herbers Re: Rockley Photonics Holdings Limited Registration Statement on Form S-3 File No. 333-267679 Ladies and Gentlem

October 7, 2022 8-K

Financial Statements and Exhibits, Other Events

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): October 7, 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 incorpora

October 7, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

424B3 1 a424b3eloc-atmoct72022.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-

October 7, 2022 424B5

Rockley Photonics Holdings Limited Up to $100,000,000 of Ordinary Shares

Filed pursuant to Rule 424(b)(5) Registration No. 333-267300 PROSPECTUS SUPPLEMENT (To Prospectus dated September 20, 2022) Rockley Photonics Holdings Limited Up to $100,000,000 of Ordinary Shares In accordance with the terms of an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, dated October 7, 2022, we may offer and sell our ordinary shares from time to ti

October 7, 2022 EX-1.1

dated October 7, 2022 between Rockley Photonics Holdings Limited and Jefferies LLC as sales agent.

Exhibit 1.1 OPEN MARKET SALE AGREEMENT1 October 7, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agen

October 3, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

October 3, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 30, 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 incorp

October 3, 2022 EX-10.2

Forbearance Agreement dated September 30, 2022 by and between the Company, each of the Guarantor Subsidiaries (as defined therein), Wilmington Savings Fund Society, FSB, as trustee and collateral agent and each beneficial owner of Convertible Senior Secured Notes due 2026

Exhibit 10.2 FORBEARANCE AGREEMENT This Forbearance Agreement (this ?Agreement?) is dated as of September 30, 2022, by and among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the ?Issuer?), the subsidiaries of the Issuer party hereto as Guarantors, Wilmington Savings Fund Society, FSB, as trustee and collateral agent (collectively, in such capacities,

October 3, 2022 EX-10.1

Subscription Agreement dated September 30, 2022 by and between the Company, each of the Company’s subsidiaries named therein and the Subscribers named therein

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is made as of September 30, 2022 (this ?Agreement?), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the ?Issuer?), each of the Subsidiaries (as defined below) of the Issuer that are parties hereto (the ?Guarantors? and collectively with the Issuer, the ?Note Parties?), and the undersigned subscribe

October 3, 2022 EX-4.1

Second Supplemental Indenture dated September 30, 2022 by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed October 3, 2022)

Exhibit 4.1 ROCKLEY PHOTONICS HOLDINGS LIMITED THE GUARANTORS PARTY THERETO AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Collateral Agent SECOND SUPPLEMENTAL INDENTURE September 30, 2022 Convertible Senior Secured Notes Due 2026 SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 2022 (this ?Supplemental Indenture?), between Rockley Photonics Holdings Limited, an exempted company i

October 3, 2022 EX-4.2

Third Supplemental Indenture, dated September 30, 2022 by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Registrant’s current report on Form 8-K filed on September 30, 2022)

Exhibit 4.2 ROCKLEY PHOTONICS HOLDINGS LIMITED, THE GUARANTORS PARTY HERETO, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent THIRD SUPPLEMENTAL INDENTURE Dated as of September 30, 2022 to Indenture dated as of May 27, 2022 Senior Secured Notes due 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 References to Interest 48 Section

September 30, 2022 S-3

As filed with the Securities and Exchange Commission on September 30, 2022

As filed with the Securities and Exchange Commission on September 30, 2022 Registration No.

September 30, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities - - - - - - - - - - - - Fees to Be Paid Equity Ordinary Shares, nominal value $0.

September 29, 2022 424B3

Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266077 PROSPECTUS Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares This prospectus relates to the offer and sale from time to time of up to 87,567,895 ordinary shares, nominal value $0.000004026575398 per share, (the ?ordinary shares?) of Rockley Photonics Holdings Limited, a Cayman Islands exempted company (?Rockley,? the ?C

September 28, 2022 424B3

Rockley Photonics Holdings Limited Up to 52,769,431 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS Rockley Photonics Holdings Limited Up to 52,769,431 Ordinary Shares This prospectus relates to the issuance from time to time by Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the ?Company,? ?Rockley,? ?we,? or ?us?) of up to 721,070 ordinary shares exercisable upon the exercise of options to acquire or

September 28, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling shareholders named in this prospectus or their donees, pledgees, transferees, or other successors in interest, including those who receive any of the shares as a gift, pledge, distr

September 28, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling shareholders named in this prospectus or their donees, pledgees, transferees, or other successors in interest, including those who receive any of the shares as a gift, pledge, distribu

September 20, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid - - - - - - - - - - - - Fees Previously Paid Equity Ordinary Shares, nominal value $0.

September 20, 2022 POS AM

As filed with the Securities and Exchange Commission on September 20, 2022

As filed with the Securities and Exchange Commission on September 20, 2022 Registration No.

September 20, 2022 424B3

$300,000,000 Rockley Photonics Holdings Limited Debt Securities Ordinary Shares Preferred Shares Depositary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-267300 PROSPECTUS $300,000,000 Rockley Photonics Holdings Limited Debt Securities Ordinary Shares Preferred Shares Depositary Shares Warrants Rights We may, from time to time, offer and sell the securities identified above in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus will not exceed

September 19, 2022 POS AM

As filed with the Securities and Exchange Commission on September 19, 2022

As filed with the Securities and Exchange Commission on September 19, 2022 Registration No.

September 19, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid N/A N/A N/A N/A N/A N/A N/A N/A Fees Previously Paid Equity Ordinary Shares, nominal or par value of US$0.

September 19, 2022 POS AM

As filed with the Securities and Exchange Commission on September 19, 2022

As filed with the Securities and Exchange Commission on September 19, 2022 Registration No.

September 19, 2022 POS AM

As filed with the Securities and Exchange Commission on September 19, 2022

As filed with the Securities and Exchange Commission on September 19, 2022 Registration No.

September 19, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

September 19, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid N/A N/A N/A N/A N/A N/A N/A N/A Fees Previously Paid Equity Ordinary Shares, nominal value $0.

September 19, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid N/A N/A N/A N/A N/A N/A N/A N/A Fees Previously Paid Equity Ordinary shares, nominal or par value of US$0.

September 14, 2022 CORRESP

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT September 14, 2022

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT September 14, 2022 VIA EDGAR U.

September 6, 2022 EX-4.8

Form of Indenture relating to debt securities.

ROCKLEY PHOTONICS HOLDINGS LIMITED TO [ ] Trustee Indenture Dated as of , 20 ROCKLEY PHOTONICS HOLDINGS LIMITED Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 20 Trust Indenture Indenture Act Section Sections § 310(a)(1) .

September 6, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt Debt Securities 457(o) Debt Convertible into Equity Debt Securities 457(o) Non- Convertible Debt Debt Securities 457(o) Equity Ordinary Shares, par value $0.

September 6, 2022 S-3

Form S-3

As filed with the Securities and Exchange Commission on September 6, 2022 Registration No.

August 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

August 15, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

August 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

August 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

August 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266077 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated July 27, 2022) Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares This prospectus supplement supplements the prospectus dated July 27, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-266077). This prospectus supplement is bein

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 o TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

August 11, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

August 11, 2022 424B3

Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266077 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated July 27, 2022) Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares This prospectus supplement supplements the prospectus dated July 27, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-266077). This prospectus supplement is bein

August 11, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

August 11, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 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 incorpora

August 11, 2022 EX-99.1

Rockley Photonics Reports Second Quarter of Fiscal 2022 Financial Results Signs Supply Agreement and Receives First Commercial Purchase Order from Top-Tier Medtech Company for Bioptx™ Baseline Band, Targets Fourth Quarter to Begin Shipping Signs Firs

Exhibit 99.1 Rockley Photonics Reports Second Quarter of Fiscal 2022 Financial Results Signs Supply Agreement and Receives First Commercial Purchase Order from Top-Tier Medtech Company for Bioptx? Baseline Band, Targets Fourth Quarter to Begin Shipping Signs First Contract Research Organization Partnership to Develop and Evaluate Rockley?s Bioptx? Biomarker Sensing Platform for Use in Clinical Tri

August 11, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

August 10, 2022 EX-99.1

Rockley Photonics Names Richard Kuntz, M.D., to Board of Directors

FOR IMMEDIATE RELEASE Rockley Photonics Names Richard Kuntz, M.D., to Board of Directors August 8, 2022 OXFORD, England & PASADENA, Calif. - Rockley Photonics (NYSE: RKLY), a global leader in photonics-based health monitoring and communications solutions, today announced that it named Richard Kuntz, M.D., M.Sc., to its board of directors. Dr. Kuntz will join the board as an independent director, e

August 10, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 8, 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 incorporat

August 5, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

August 5, 2022 EX-10.1

First Amendment to Amended and Restated Subscription Agreement dated as of August 4, 2022 by and among the Company, each of the Subsidiaries (as defined therein) of the Company and the Subscribers named therein.

Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBSCRIPTION AGREEMENT AMENDMENT NO. 1, dated as of the 4th day of August, 2022 (this ?Agreement?), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the ?Issuer?), each of the subsidiaries of the Issuer that are parties hereto (the ?Guarantors? and collectively with the Issuer, the ?Note Parties?), and the unde

August 5, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 4, 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 incorporat

August 5, 2022 424B3

Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266077 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated July 27, 2022) Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares This prospectus supplement supplements the prospectus dated July 27, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-266077). This prospectus supplement is bein

August 5, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

August 5, 2022 EX-4.1

First Supplemental Indenture dated August 4, 2022 by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 5, 2022)

Exhibit 4.1 ROCKLEY PHOTONICS HOLDINGS LIMITED AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE August 4, 2022 Convertible Senior Secured Notes Due 2026 FIRST SUPPLEMENTAL INDENTURE, dated as of August 4, 2022 (this ?Supplemental Indenture?), between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the ?Company?), and Wilmi

August 5, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

August 5, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

July 27, 2022 424B3

Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266077 PROSPECTUS Rockley Photonics Holdings Limited Up to 87,567,895 Ordinary Shares This prospectus relates to the offer and sale from time to time of up to 87,567,895 ordinary shares, nominal value $0.000004026575398 per share, (the ?ordinary shares?) of Rockley Photonics Holdings Limited, a Cayman Islands exempted company (?Rockley,? the ?C

July 22, 2022 CORRESP

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT July 22, 2022

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT July 22, 2022 VIA EDGAR U.

July 11, 2022 S-1

As filed with the Securities and Exchange Commission on July 11, 2022

As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.

July 11, 2022 EX-10.19

Chad Becker’s Interim Chief Financial Officer Appointment Letter, dated July 1, 2022 (incorporated by reference from Exhibit 10.19 to the Registrant's Registration Statement on Form S-1 (File No. 333- 266077)).

Exhibit 10.19 June 30, 2022 Chad Becker 1465 Shasta Ave San Jose, CA 95126 Re: Employment Amendments Dear Chad: Rockley Photonics Holdings Limited (the ?Company?) and Rockley Photonics, Inc. (?RPI?) are pleased to present you with this letter reflecting your appointment as the interim Chief Financial Officer (CFO) of the Company and RPI. The effective date of the changes is June 13, 2022. The foll

July 11, 2022 EX-10.16

Severance Agreement for Mahesh Karanth, dated June 21, 2022 (incorporated by reference from Exhibit 10.16 to the Registrant's Registration Statement on Form S-1 (File No. 333- 266077)).

Exhibit 10.16 June 21, 2022 Mahesh Karanth 128 Boyer Lane Los Gatos, CA 95030 Dear Mahesh: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Rockley Photonics, Inc. (the ?Company?) and Rockley Photonics Holding Limited (?Holdings?) (jointly referred to as ?Employer?) is offering to you to aid in your employment transition. 1.Separation. Your last day of work w

July 11, 2022 EX-4.6

Form of Ordinary Share Purchase Warrant issued May 27, 2022 (incorporated by reference from Exhibit 4.6 to the Registrant's Registration Statement on Form S-1 (File No. 333- 266077)).

Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 11, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction Rockley Photonics Holdings Limited Cayman Islands Rockley Photonics Cayman Limited Cayman Islands Rockley Photonics Limited England and Wales Rockley Photonics, Inc. Delaware, US Rockley Photonics Oy Finland Rockley Photonics Ireland Limited Republic of Ireland Rockley Photonics Hong Kong Limited Hong Kong

July 11, 2022 EX-10.15

Registration Rights Agreement dated May 26, 2022 by and among Rockley Photonics Holdings Limited and the Subscribers named therein. (incorporated by reference from Exhibit 10.15 to the Registrant's Registration Statement on Form S-1 (File No. 333- 266077)).

Exhibit 10.15 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May 27, 2022, between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the ?Company?), and each of the several subscribers signatory hereto (each such subscriber, a ?Subscriber? and, collectively, the ?Sub

July 11, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables S-1 (Form Type) Rockley Photonics Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1:Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regist

July 11, 2022 EX-4.5

Indenture (including form of Note) dated May 27, 2022 by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (File No. 333- 266077)).

Exhibit 4.5 ROCKLEY PHOTONICS HOLDINGS LIMITED, THE GUARANTORS PARTY HERETO, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent INDENTURE Dated as of May 27, 2022 Convertible Senior Secured Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 References to Interest 53 Section 1.03 Divisions 53 Section 1.04 Trust Indenture Act

July 11, 2022 EX-10.17

Amendment to Amit Nagra’s Employment Agreement, dated January 20, 2022 (incorporated by reference from Exhibit 10.17 to the Registrant's Registration Statement on Form S-1 (File No. 333- 266077)).

Exhibit 10.17 January 20, 2022 Amit Nagra 965 Wapello Street Altadena, CA 91001 Re: Amendment to Employment Agreement Dear Amit: As you know, you currently perform services for Rockley Photonics Inc. (the ?Company?) and Rockley Photonics Holdings Limited (?Holdings?) pursuant to an employment agreement signed by you and the Company and Holdings with an effective date of August 11, 2021 (the ?Emplo

June 23, 2022 SC 13G

RKLY / Rockley Photonics Holdings Limited / ROC SPV XIX LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rockley Photonics Holdings Limited (Name of Issuer) Ordinary Shares, $0.000004026575398 par value per share (Title of Class of Securities) G7614L109 (CUSIP Number) May 27, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

June 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

June 15, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

June 15, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 13, 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 incorporati

June 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

June 15, 2022 EX-99.1

Rockley Photonics Announces Senior Leadership Changes Reaffirms Fiscal Year 2022 Revenue Guidance

FOR IMMEDIATE RELEASE Rockley Photonics Announces Senior Leadership Changes Reaffirms Fiscal Year 2022 Revenue Guidance OXFORD, England, and PASADENA, Calif.

June 15, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

June 13, 2022 SC 13G

RKLY / Rockley Photonics Holdings Limited / Wazee Street Capital Management LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

June 6, 2022 SC 13G

RKLY / Rockley Photonics Holdings Limited / WHITEBOX ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

May 31, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

May 31, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 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 incorporatio

May 31, 2022 EX-10.1

Amended and Restated Subscription Agreement dated May 26, 2022 by and among Rockley Photonics Holdings Limited, each of the Subsidiaries (as defined therein) of Rockley Photonics Holdings Limited and the Subscribers named therein. (incorporated by reference from Exhibit 10.1 to the Registrant's current report on Form 8-K filed May 31, 2022).

EX-10.1 4 projectruby-closing8xkex10.htm EX-10.1 Execution Version AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (amending and restating the Subscription Agreement, entered into on May 12, 2022) is made as of May 26, 2022 (this “Agreement”), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the “Issuer”), each of the

May 31, 2022 EX-4.2

Form of Warrant.

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

May 31, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

May 31, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

May 31, 2022 EX-10.2

Registration Rights Agreement dated May 27, 2022 by and among Rockley Photonics Holdings Limited and the Subscribers named therein.(incorporated by reference from Exhibit 10.2 to the Registrant’s current report on Form 8-K filed on May 31, 2022).

EX-10.2 5 projectruby-closing8xkex10a.htm EX-10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2022, between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and each of the several subscribers signatory hereto (each such subscriber, a “Sub

May 31, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

May 31, 2022 EX-4.1

Indenture (including form of Note) dated May 27, 2022 by and among Rockley Photonics Holdings Limited, each of the guarantor subsidiaries party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Registrant’s current report on Form 8-K filed on May 31, 2022).

EX-4.1 2 projectruby-closing8xkex41.htm EX-4.1 Execution Version ROCKLEY PHOTONICS HOLDINGS LIMITED, THE GUARANTORS PARTY HERETO, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent INDENTURE Dated as of May 27, 2022 Convertible Senior Secured Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 References to Interest 53 Sectio

May 18, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

May 18, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 16, 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 incorporatio

May 18, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

May 18, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

May 18, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

May 12, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is be

May 12, 2022 EX-99.1

Rockley Photonics Announces $81.5 Million Private Placement

Rockley Photonics Announces $81.5 Million Private Placement OXFORD, England, and PASADENA, Calif., May 12, 2022 – Rockley Photonics Holdings Limited (“Rockley”) (NYSE: RKLY) today announced that it has entered into definitive agreements with certain institutional investors for a $81.5 million private placement of convertible senior secured notes and warrants. Participating investors have agreed to

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 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 incorporatio

May 12, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

May 12, 2022 EX-10.1

Subscription Agreement dated May 12, 2022 by and between the Company, each of the Subsidiaries (as defined therein) of the Company and the Subscribers named therein.

EX-10.1 2 exhibit101-projectrubyxsub.htm EX-10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on May 12, 2022, by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the “Issuer”), each of the Subsidiaries (as defined below) of the Issuer (the “Guarantors” and collectively with the Issuer, the “Note Parties”) t

May 12, 2022 EX-99.1

Rockley Photonics Reports First Quarter of Fiscal 2022 Financial Results Collaboration Agreement Signed with Medtronic to Develop Next-Generation Wearable Healthcare Monitoring Devices, Utilizing Rockley’s Bioptx™ Biomarker Sensing Platform VitalSpex

EX-99.1 2 rockley991pressrelease03-3.htm EX-99.1 Exhibit 99.1 Rockley Photonics Reports First Quarter of Fiscal 2022 Financial Results Collaboration Agreement Signed with Medtronic to Develop Next-Generation Wearable Healthcare Monitoring Devices, Utilizing Rockley’s Bioptx™ Biomarker Sensing Platform VitalSpex™ Pro Biosensing Technology for Alcohol, Lactate, and Glucose Measurement Shipped to Tie

May 12, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

May 12, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): May 12, 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 incorporatio

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 o TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 12, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

May 5, 2022 EX-99.1

Rockley Photonics Announces Shipment of VitalSpex™ Pro Biosensing Technology for Alcohol, Lactate, and Glucose Measurement

FOR IMMEDIATE RELEASE Rockley Photonics Announces Shipment of VitalSpex? Pro Biosensing Technology for Alcohol, Lactate, and Glucose Measurement OXFORD, England, and PASADENA, Calif.

May 5, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 4, 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

April 27, 2022 EX-99.1

Rockley Photonics Revises Date of First Quarter 2022 Financial Results Release

EX-99.1 2 rkly1q22revisedearningsdat.htm EX-99.1 FOR IMMEDIATE RELEASE Rockley Photonics Revises Date of First Quarter 2022 Financial Results Release OXFORD, England, and PASADENA, Calif.— April 26, 2022 — Rockley Photonics (NYSE: RKLY), a global leader in photonics-based health monitoring and communications solutions, today announced that its first quarter 2022 financial results conference call h

April 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 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 incorporat

April 26, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is being

April 26, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 20221 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259396). This prospectus supplement is b

April 26, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 16, 2022) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated March 16, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement is bei

April 26, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 16, 2022) 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 March 16, 2022 (the ?Prospectus?), which f

April 20, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 15, 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 incorporat

March 31, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party ☐ Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ? Filed by a Party ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Defini

March 31, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party ☐ Check the appropriate box:

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ? Filed by a Party ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy

March 29, 2022 SC 13G/A

RKLY / Rockley Photonics Holdings Limited / Morningside Technology Ventures Ltd - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROCKLEY PHOTONICS HOLDINGS LTD (Name of Issuer) Ordinary Shares, nominal value $0.000004026575398 per share (Title of Class of Securities) G7614L109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check t

March 29, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d322341dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13G (including amendments thereto) jointly on

March 22, 2022 S-8

As filed with the Securities and Exchange Commission on March 22, 2022

As filed with the Securities and Exchange Commission on March 22, 2022 Registration No.

March 22, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES 2 rockley-formsx82022evergrec.htm EX-FILING FEES 107 Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Rockley Photonics Holdings Limited (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

March 21, 2022 424B3

Rockley Photonics Holdings Limited Up to 52,769,431 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS Rockley Photonics Holdings Limited Up to 52,769,431 Ordinary Shares This prospectus relates to the issuance from time to time by Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the ?Company,? ?Rockley,? ?we,? or ?us?) of up to 721,070 Ordinary Shares exercisable upon the exercise of options to acquire Or

March 21, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their donees, pledgees, transferees, or other successors in interest, including those who receive any of the shares as a gift, pledge, distr

March 21, 2022 424B3

Rockley Photonics Holdings Limited 7,785,560 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS Rockley Photonics Holdings Limited 7,785,560 Ordinary Shares This prospectus relates to the offer and sale from time to time of up to 7,785,560 ordinary shares, nominal value $0.000004026575398 per share, of Rockley Photonics Holdings Limited, a Cayman Islands exempted company, by Lincoln Park Capital Fund, LLC, or Lincoln Par

March 21, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 259396 PROSPECTUS Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their donees, pledgees, transferees, or other successors in interest, including those who receive any of the shares as a gift, pledge, d

March 18, 2022 POS AM

As filed with the Securities and Exchange Commission on March 18, 2022

POS AM 1 pipeexonlypea4880-8111x951.htm POS AM As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. 333-259396 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its chart

March 18, 2022 POS AM

As filed with the Securities and Exchange Commission on March 18, 2022

As filed with the Securities and Exchange Commission on March 18, 2022 Registration No.

March 18, 2022 POS AM

As filed with the Securities and Exchange Commission on March 18, 2022

As filed with the Securities and Exchange Commission on March 18, 2022 Registration No.

March 18, 2022 POS AM

As filed with the Securities and Exchange Commission on March 18, 2022

As filed with the Securities and Exchange Commission on March 18, 2022 Registration No.

March 15, 2022 POS AM

As filed with the Securities and Exchange Commission on March 14, 2022

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No.

March 15, 2022 POS AM

As filed with the Securities and Exchange Commission on March 14, 2022

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No.

March 14, 2022 POS AM

As filed with the Securities and Exchange Commission on March 14, 2022

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No.

March 14, 2022 POS AM

As filed with the Securities and Exchange Commission on March 14, 2022

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No.

March 10, 2022 EX-21.1

List of Subsidiaries

EX-21.1 2 rockley2021ex211listofsubs.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Legal Name Jurisdiction of Incorporation Rockley Photonics Holdings Limited Cayman Islands Rockley Photonics Cayman Limited Cayman Islands Rockley Photonics Limited England and Wales Rockley Photonics, Inc. Delaware, US Rockley Photonics Oy Finland Rockley Photonics Ireland Limited Republic of Ireland Rock

March 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-40735 Rockley Photonics H

March 8, 2022 EX-99.1

Rockley Photonics Announces Fourth Quarter and Full Year 2021 Financial Results Customer Demand Drives Early Introduction of Bioptx™ Biomarker Sensing Platform, Adding Professional Healthcare Solution to Previously Announced Consumer Wearables Soluti

EX-99.1 2 rockleyex991pressrelease12.htm EX-99.1 Exhibit 99.1 Rockley Photonics Announces Fourth Quarter and Full Year 2021 Financial Results Customer Demand Drives Early Introduction of Bioptx™ Biomarker Sensing Platform, Adding Professional Healthcare Solution to Previously Announced Consumer Wearables Solution, VitalSpex™ Rockley Ends 2021 with 17 Consumer Electronics and Medtech Contracted Cus

March 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 8, 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 incorporati

February 16, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated December 10, 2021) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated December 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement

February 16, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 5 (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?),

February 16, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated September 22, 2021) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares 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. 333-259396). This prospectus suppleme

February 16, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d317725dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13G (including amendments thereto) jointly on

February 16, 2022 EX-99.1

Press release, dated February

EX-99.1 2 henkeappointmentpressrele.htm EX-99.1 FOR IMMEDIATE RELEASE Rockley Photonics Names Nicolaus Henke to Board of Directors OXFORD, England, and PASADENA, Calif., Feb. 16, 2022 – Rockley Photonics (NYSE: RKLY), a global leader in photonics-based health monitoring and communications solutions, today announced that it named Nicolaus Henke to its board of directors. Dr. Henke will join the boa

February 16, 2022 EX-99.1

Press release, dated February

FOR IMMEDIATE RELEASE Rockley Photonics Names Nicolaus Henke to Board of Directors OXFORD, England, and PASADENA, Calif.

February 16, 2022 EX-99.1

Press release, dated February

FOR IMMEDIATE RELEASE Rockley Photonics Names Nicolaus Henke to Board of Directors OXFORD, England, and PASADENA, Calif.

February 16, 2022 EX-99.1

Rockley Photonics Names Nicolaus Henke to Board of Directors

FOR IMMEDIATE RELEASE Rockley Photonics Names Nicolaus Henke to Board of Directors OXFORD, England, and PASADENA, Calif.

February 16, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated October 20, 2021) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated October 20, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is b

February 16, 2022 EX-99.1

Press release, dated February

FOR IMMEDIATE RELEASE Rockley Photonics Names Nicolaus Henke to Board of Directors OXFORD, England, and PASADENA, Calif.

February 16, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 16, 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 incorpo

February 16, 2022 SC 13G

RKLY / Rockley Photonics Holdings Limited / Morningside Technology Ventures Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ROCKLEY PHOTONICS HOLDINGS LTD (Name of Issuer) Ordinary Shares, nominal value $0.000004026575398 per share (Title of Class of Securities) G7614L109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropr

February 14, 2022 SC 13G/A

RKLY / Rockley Photonics Holdings Limited / Rockley Photonics Holdings Ltd - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Rockley Photonics Holdings Limited (Name of Issuer) Ordinary Shares, $0.000004026575398 par value per share (T

January 27, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated October 20, 2021) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated October 20, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is b

January 27, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 10, 2021) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated December 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement

January 27, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated September 22, 2021) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares 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. 333-259396). This prospectus suppleme

January 27, 2022 424B3

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

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?),

January 27, 2022 8-K

Other Events, Shareholder Director Nominations

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 incorpor

January 24, 2022 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated October 20, 2021) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated October 20, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is b

January 24, 2022 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated September 22, 2021) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares 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. 333-259396). This prospectus suppleme

January 24, 2022 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 10, 2021) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated December 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement

January 24, 2022 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 3 (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?),

January 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 19, 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 incorpor

December 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 21, 2021 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 001-40735 Not Applicable (State or other jurisdiction of inc

December 22, 2021 EX-99.1

Rockley Photonics Provides Business Update Following the U.S. Bureau of Industry and Security Action Relating to Its Joint Venture Partner Adjusts Outlook for Full Year 2021 and 2022 Momentum in Core Business, Health and Wellness Sensing Platform Con

EX-99.1 2 rklybusinessupdatefinal.htm EX-99.1 FOR IMMEDIATE RELEASE Rockley Photonics Provides Business Update Following the U.S. Bureau of Industry and Security Action Relating to Its Joint Venture Partner Adjusts Outlook for Full Year 2021 and 2022 Momentum in Core Business, Health and Wellness Sensing Platform Continues, Outlook Unchanged OXFORD, England, and PASADENA, Calif., December 15, 2021

December 20, 2021 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 20, 2021) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated October 20, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospectus supplement is b

December 20, 2021 424B3

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

Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 2 (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?),

December 20, 2021 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated September 22, 2021) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares 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. 333-259396). This prospectus suppleme

December 20, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 16, 2021 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 001-40735 Not Applicable (State or other jurisdiction of inc

December 20, 2021 424B3

Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares

Filed pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 10, 2021) Rockley Photonics Holdings Limited Up to 7,785,560 Ordinary Shares This prospectus supplement supplements the prospectus dated December 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-261399). This prospectus supplement

December 10, 2021 424B3

Rockley Photonics Holdings Limited 7,785,560 Ordinary Shares

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-261399 PROSPECTUS Rockley Photonics Holdings Limited 7,785,560 Ordinary Shares This prospectus relates to the offer and sale from time to time of up to 7,785,560 ordinary shares, nominal value $0.000004026575398 per share, of Rockley Photonics Holdings Limited, a Cayman Islands exempted company, by Lincoln Park Capital Fund, L

December 7, 2021 CORRESP

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT December 7, 2021

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT December 7, 2021 VIA EDGAR U.

November 29, 2021 EX-21.1

List of subsidiaries.

Exhibit 21.1 Subsidiary of Rockley Photonics Holdings Limited Subsidiary Jurisdiction Rockley Photonics Cayman Limited Cayman Islands Rockley Photonics Limited United Kingdom

November 29, 2021 S-1

As filed with the Securities and Exchange Commission on November 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rockley Photonics

Table of Contents As filed with the Securities and Exchange Commission on November 29, 2021 Registration No.

November 16, 2021 424B3

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

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-259398 PROSPECTUS SUPPLEMENT NO. 1 (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 (

November 16, 2021 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 20, 2021) Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus supplement supplements the prospectus dated October 20, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-260119). This prospect

November 16, 2021 424B3

Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-259396 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated September 22, 2021) Rockley Photonics Holdings Limited Up to 15,000,000 Ordinary Shares 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. 333-259396). This p

November 15, 2021 EX-10.12

Second Amendment to Office Lease, dated October 7, 2021 by and between Boardwalk Office Associates, LLC and Rockley Photonics, Inc.(incorporated by reference from Exhibit 10.12 to the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2021).

Exhibit 10.12 SECOND AMENDMENT TO OFFICE LEASE This Second Amendment to Office Lease (this ?Amendment?) is made and entered into as of October 7, 2021 (?Effective Date?), by and between BOARDWALK OFFICE ASSOCIATES, LLC, a Delaware limited liability company (?Landlord?) and ROCKLEY PHOTONICS, INC., a Delaware corporation (?Tenant?). RECITALS A.Landlord and Tenant are the current ?landlord? and ?ten

November 15, 2021 EX-10.3

Rockley Photonics Holdings Limited 2021 Stock Incentive Plan and the Forms of Stock Option Agreement, Restricted Stock Unit Agreement and Restricted Stock Agreement

EX-10.3 2 rockleyex103-2021stockin.htm EX-10.3 Exhibit 10.3 938752433 4824-5331-6313.v6 ROCKLEY PHOTONICS HOLDINGS LIMITED 2021 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on March 31, 2021) (Approved by the Shareholders on August 6, 2021) Effective Date: August 11, 2021 ROCKLEY PHOTONICS LIMITED 2021 STOCK INCENTIVE PLAN i 938752433 4824-5331-6313.v6 TABLE OF CONTENTS Page SECTION 1.

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 o TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 Rockley Photonics Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands 001-40735 Not Applicable (State or other jurisdiction of inc

November 15, 2021 EX-10.13

Consulting Agreement by and between Rockley Photonics Holdings Limited and HealthKapital LLC, dated March 15, 2021.

Exhibit 10.13 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) is entered into by and between Rockley Photonics, Inc. of 234 East Colorado Blvd, Suite 600, Pasadena CA 91101 (the ?Company?), and HealthKapital LLC, a California limited liability company wholly owned by Karim Karti and located at 2781 Union Street, San Francisco, CA 94123(the ?Consultant?). WHEREAS, the Company desir

November 15, 2021 EX-99.1

Rockley Photonics Reports Third Quarter 2021 Financial Results Revenue of $1.8 million and backlog1 of $23.0 million

Exhibit 99.1 Rockley Photonics Reports Third Quarter 2021 Financial Results Revenue of $1.8 million and backlog1 of $23.0 million Broadened and accelerated commercial opportunities for VitalSpex?, Rockley?s end-to-end non-invasive biomarker sensing platform, by signing multiple partnerships across key markets, including tier-1 consumer electronics manufacturers, global medtech companies, and leadi

November 15, 2021 EX-10.11

Eighth Amendment to Lease Agreement, dated November 1, 2021, by and between 21st Century Techbanq Pasadena LLC and Rockley Photonics, Inc. (incorporated by reference from Exhibit 10.11 to the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2021).

Exhibit 10.11 EIGHTH AMENDMENT TO LEASE AGREEMENT THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of November 1, 2021 (“Effective Date”), by and between 21st CENTURY TECHBANQ PASADENA LLC, a California limited liability company (“Landlord”), and ROCKLEY PHOTONICS, INC., a Delaware corporation (“Tenant”). R E C I T A L S A.Landlord and Tenant entered into a Lease, dated as of

November 15, 2021 EX-10.9

Purchase Agreement, dated November 15, 2021, by and between Rockley Photonics Holdings Limited and Lincoln Park Capital Fund, LLC(incorporated by reference from Exhibit 10.9 to the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2021).

Exhibit 10.9 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of November 15, 2021, is made by and between ROCKLEY PHOTONICS HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 here

November 15, 2021 EX-10.10

Registration Rights Agreement, dated November 15, 2021, by and between Rockley Photonics Holdings Limited and Lincoln Park Capital Fund, LLC (incorporated by reference from Exhibit 10.10 to the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2021).

EX-10.10 4 rockleyex10103rdqtr2021x09.htm EX-10.10 Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2021, is made by and between ROCKLEY PHOTONICS HOLDINGS LIMITED, Cayman Islands exempted company (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns,

October 20, 2021 424B3

Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260119 PROSPECTUS Rockley Photonics Holdings Limited Up to 319,000 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their donees, pledgees, transferees, or other successors in interest, including those who receive any of the shares as a g

October 18, 2021 S-8 POS

As filed with the Securities and Exchange Commission on October 18, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 18, 2021 Registration No.

October 18, 2021 S-8

As filed with the Securities and Exchange Commission on October 18, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 18, 2021 Registration No.

October 15, 2021 CORRESP

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT October 15, 2021

Rockley Photonics Holdings Limited 3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom, WA14 2DT October 15, 2021 VIA EDGAR U.

October 7, 2021 EX-21.1

List of subsidiaries.

Exhibit 21.1 Subsidiary of Rockley Photonics Holdings Limited Subsidiary Jurisdiction Rockley Photonics Cayman Limited Cayman Islands Rockley Photonics Limited United Kingdom

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