As filed with the Securities and Exchange Commission on August 20, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
Anterix Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0745043 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| 3 Garret Mountain Plaza | |||||
| Suite 401 | |||||
Woodland Park, New Jersey (Address of principal executive offices) | 07424 (Zip Code) | ||||
Anterix Inc. 2023 Stock Plan
(Full title of the plan)
Gena Ashe
Chief Legal Officer and Corporate Secretary
Anterix Inc.
3 Garret Mountain Plaza
Suite 401
Woodland Park, NJ 07424
(Name and address of agent for service)
(973) 771-0300
(Telephone number, including area code, of agent for service)
Copy to:
Jeffrey C. Thacker
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
3570 Carmel Mountain Road, Suite 200
San Diego, CA 92130
(858) 436-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Anterix Inc. to register an additional 1,000,000 shares of Anterix Inc. common stock available for issuance under the Anterix Inc. 2023 Stock Plan (as amended, the “Plan”). The 1,000,000 shares of common stock being registered on this Registration Statement are in addition to the 250,000 shares of common stock registered pursuant to a Form S-8 Registration Statement, No. 333-273981, filed with the Securities and Exchange Commission on August 14, 2023 (the “2023 Registration Statement”) and the 1,100,000 shares of common stock registered pursuant to a Form S-8 Registration Statement, No. 333-281574, filed with the Securities and Exchange Commission on August 15, 2024 (the “2024 Registration Statement” and, together with the 2023 Registration Statement, the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class as to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of common stock issuable under the Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended, supplemented, or superseded hereby.
As of the August 8, 2023 effective date of the Plan, no further grants may be made under the Anterix Inc. 2014 Stock Plan (the “2014 Plan”) and shares that are subject to outstanding awards under the 2014 Plan that subsequently are lapsed, expired, terminated, cancelled or forfeited without a distribution of shares will become available for awards under the Plan. Accordingly, shares under the 2014 Plan previously registered pursuant to Registration Statements Nos. 333-201699, 333-209543, 333-215934, 333-222890, 333-229565, 333-236251, and 333-257115 that become available for awards under the Plan in accordance with its terms are also covered by the Prior Registration Statements and this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Incorporated by reference to the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Park, State of New Jersey, on August 20, 2026.
| ANTERIX INC. | ||||||||
| By: | /s/ Scott A. Lang | |||||||
| Scott A. Lang | ||||||||
| President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Scott A. Lang, Elena Marquez and Gena Ashe, and each and any of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any registration statement relating to the same offering as this registration statement that is to be effective upon filing pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| /s/ Scott A. Lang | President, Chief Executive Officer and Director (Principal Executive Officer) | August 20, 2026 | ||||||
| Scott A. Lang | ||||||||
| /s/ Elena Marquez | Chief Financial Officer (Principal Financial and Accounting Officer) | August 20, 2026 | ||||||
| Elena Marquez | ||||||||
| /s/ Thomas Kuhn | Executive Chairman of the Board | August 20, 2026 | ||||||
| Thomas Kuhn | ||||||||
| /s/ Jeffrey A. Altman | Director | August 20, 2026 | ||||||
| Jeffrey A. Altman | ||||||||
| /s/ Leslie B. Daniels | Director | August 20, 2026 | ||||||
| Leslie B. Daniels | ||||||||
| /s/ Mark A. Fleischhauer | Director | August 20, 2026 | ||||||
| Mark Fleischhauer | ||||||||
| /s/ William E. Heard | Director | August 20, 2026 | ||||||
| William Heard | ||||||||
| /s/ Mahvash Yazdi | Director | August 20, 2026 | ||||||
| Mahvash Yazdi | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 4.6 | |||||
| *5.1 | |||||
| *23.1 | |||||
| *23.2 | |||||
| *23.3 | |||||
| *24.1 | |||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| *107 | |||||
* Filed herewith.
Exhibit 107
Form S-8
(Form Type)
Anterix Inc.
(Exact Name of Registrant as Specified in its Charter)
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(a) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
$ | $ | $ | |||||||||||||||||||||
| Total Offering Amounts: | $ | $ | |||||||||||||||||||||
| Total Fee Offsets: | $ | ||||||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||||||
a. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Anterix Inc. that may from time to time be offered or issued under the Anterix Inc. 2023 Stock Plan (as amended, the “Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions. b. This Registration Statement covers the registration of 1,000,000 shares of Common Stock in addition to shares previously registered under Registration Statements Nos. 333-281574, 333-273981, 333-201699, 333-209543, 333-215934, 333-222890, 333-229565, 333-236251, and 333-257115 on Form S-8. See Explanatory Note. c. The proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of Common Stock as reported on the Nasdaq on August 18, 2026. | ||
Exhibit 5.1
August 20, 2026
Anterix Inc.
3 Garret Mountain Plaza, Suite 401
Woodland Park, NJ 07424
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Anterix Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 1,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), that are subject to issuance by the Company upon the exercise or settlement of awards granted or to be granted under the Company’s 2023 Stock Plan (the “Plan”).
In connection with this opinion, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Based upon and subject to the foregoing, we advise you that, in our opinion, when the Shares have been issued and sold by the Company pursuant to the applicable provisions of the Plan and pursuant to the agreements which accompany the Plan, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, | |||||
| /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP | |||||
| GUNDERSON DETTMER STOUGH | |||||
| VILLENEUVE FRANKLIN & HACHIGIAN, LLP | |||||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 25, 2026, relating to the financial statements of Anterix Inc. and subsidiaries appearing in the Annual Report on Form 10-K of Anterix Inc for the year ended March 31, 2026.
/s/ DELOITTE & TOUCHE LLP
Morristown, New Jersey
August 20, 2026
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated June 24, 2025 with respect to the consolidated financial statements of Anterix Inc. as of and for the year ended March 31, 2025 included in the Annual Report on Form 10-K for the year ended March 31, 2026, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.
/s/ GRANT THORNTON LLP
New York, New York
August 20, 2026