Securities Registration: Employee Benefit Plan (s-8)
15 Março 2023 - 6:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 15, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTAGONIST THERAPEUTICS, INC.
(Exact name of Registrant as specified in its
charter)
Delaware |
2834 |
94-0505495 |
(State
or other jurisdiction of
incorporation or organization) |
(Primary
Standard Industrial
Classification Code Number) |
(I.R.S.
Employer
Identification Number) |
7707 Gateway Boulevard, Suite 140
Newark, California 94560
(510) 474-0170
(Address, including zip code and telephone
number, of Registrant’s principal executive offices)
Protagonist Therapeutics, Inc. 2016 Equity
Incentive Plan
Protagonist Therapeutics, Inc. 2016 Employee
Stock Purchase Plan
(Full title of the plans)
Dinesh V. Patel, Ph.D.
President and Chief Executive Officer
7707 Gateway Boulevard, Suite 140
Newark, California 94560
(510) 474-0170
(Name, address, including zip code and telephone
number, including area code, of agent for service)
Copies to:
Ryan Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street
Suite 3000
San Francisco, California 94105
415-856-0620
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer |
¨ |
Accelerated
filer |
¨ |
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Non-accelerated filer |
x |
Smaller reporting company |
x |
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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
Protagonist
Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering (a)
1,973,570 shares of common stock, $0.00001 par value per share (the “Common Stock”),
issuable to eligible persons under the Registrant’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”), which
Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on August
15, 2016 (File No. 333-213120), March
8, 2017 (File No. 333-216532), March
7, 2018 (File No. 333-223500), March
12, 2019 (File No. 333-230213), March
10, 2020 (File No. 333-237066), March
10, 2021 (File No. 333-254090) and February
28, 2022 (File No. 333-263097), and (b) 300,000 shares of Common Stock issuable to eligible persons
under the Registrant’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”), which Common Stock is in addition to the
shares of Common Stock registered on the Registrant’s Form S-8 filed on August
15, 2016 (File No. 333-213120), March
8, 2017 (File No. 333-216532), March
7, 2018 (File No. 333-223500), March
12, 2019 (File No. 333-230213), March
10, 2020 (File No. 333-237066), March
10, 2021 (File No. 333-254090), and February
28, 2022 (File No. 333-263097) (collectively, the “Prior Registration Statements”).
This Registration Statement relates to securities
of the same class as that 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 2016 Plan and the
2016 ESPP are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
(1) |
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-37852), filed with the Securities and Exchange Commission on August 16, 2016, and incorporated herein by reference. |
(2) |
Filed as Exhibit 3.2(b) to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference. |
(3) |
Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference. |
(4) |
Filed as Exhibit 10.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference. |
(5) |
Filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference. |
* |
Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Newark, State of California, on this 15th day of March, 2023.
PROTAGONIST
THERAPEUTICS, INC. |
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By: |
/s/
Dinesh V. Patel, Ph.D. |
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Dinesh
V. Patel, Ph.D. |
|
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President
and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dinesh V. Patel, Ph.D.
and Asif Ali, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, each 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 to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
/s/ Dinesh V. Patel, Ph.D. |
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President,
Chief Executive Officer and Director |
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March 15,
2023 |
Dinesh
V. Patel, Ph.D. |
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(Principal
Executive Officer) |
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/s/
Asif Ali |
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Chief
Financial Officer |
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March 15,
2023 |
Asif
Ali |
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(Principal
Financial and Accounting Officer) |
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/s/
Harold E. Selick, Ph.D. |
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Chairman
of the Board of Directors |
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March 15,
2023 |
Harold
E. Selick, Ph.D. |
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/s/
Bryan Giraudo |
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Director |
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March 15,
2023 |
Bryan
Giraudo |
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/s/
Sarah Noonberg, M.D., Ph.D. |
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Director |
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March 15,
2023 |
Sarah
Noonberg, M.D., Ph.D. |
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/s/
Sarah O’Dowd |
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Director |
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March 15,
2023 |
Sarah
O’Dowd |
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/s/
William D. Waddill |
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Director |
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March 15,
2023 |
William
D. Waddill |
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/s/
Lewis T. Williams, M.D., Ph.D. |
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Director |
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March 15,
2023 |
Lewis
T. Williams, M.D., Ph.D. |
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