GPCR Structure Therapeutics Inc

 

As filed with the Securities and Exchange Commission on February 27, 2025

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Structure Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		98-1480821
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

601 Gateway Blvd., Suite 900 South San Francisco, CA		94080
(Address of Principal Executive Offices)		(Zip Code)

 

2023 Equity Incentive Plan

2023 Employee Share Purchase Plan

(Full titles of the plans)

 

 

Raymond Stevens, Ph.D.

Chief Executive Officer

Structure Therapeutics Inc.

601 Gateway Blvd., Suite 900

South San Francisco, CA

(650) 457-1978

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Patrick Loofbourrow

Carlos Ramirez

Su Lian Lu

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

(858) 550-6000

 

 

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	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
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 being filed by Structure Therapeutics Inc. (the “Registrant”) for the purpose of registering (i) an additional 6,874,398 ordinary shares of the Registrant, $0.0001 par value per share (“Ordinary Shares”) (an equivalent of 2,291,466 American Depositary Shares (“ADSs”), under the Registrant’s 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to the provisions of the 2023 Plan providing for an automatic increase in the number of Ordinary Shares reserved and available for issuance under the 2023 Plan, and (ii) an additional 1,718,600 Ordinary Shares (an equivalent of 572,867 ADSs), under the Registrant’s 2023 Employee Share Purchase Plan (the “2023 ESPP”) pursuant to the provisions of the 2023 ESPP providing for an automatic increase in the number of Ordinary Shares reserved and available for issuance under the 2023 ESPP, in each case on January 1, 2025.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

 

(a)

the contents of the Registration Statement on Form S-8 previously filed with the Commission on February 6, 2023 (File No. 333-269601) and March 8, 2024 (File No. 333-277789);

 

(b)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Commission on February 27, 2025.

 

(c)

the description of the registrant's Ordinary Shares contained in the registrant's registration statement on Form 8-A (File No. 001-41608), filed with the Commission on January 30, 2023, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.5 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2023.

 

All reports and other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports or portions thereof furnished under Item 2.02 or Item 7.01 or any related Item 9.01 of Form 8-K and exhibits furnished on such form that relate to such items and other portions of documents that are furnished but not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the Commission, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing such reports and documents.

 

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.

 

 

Item 8.

Exhibits

 

Exhibit Number		Description
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41608) filed on February 7, 2023).
4.2		Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
4.3		Form of Deposit Agreement (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
4.4		Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3).
5.1*		Opinion of Travers Thorp Alberga, regarding the validity of the ordinary shares being registered.
23.1*		Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2*		Consent of Travers Thorp Alberga (included in Exhibit 5.1).
24.1*		Powers of Attorney (included on the signature page).
99.1		Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-41608)).
99.2		Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (US) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.2		Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (Non-Employee Director) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.4		Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (PRC) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.5		Form of Restricted Share Unit Award Grant Notice and Award Agreement (US) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.6		Form of Restricted Share Unit Award Grant Notice and Award Agreement (PRC) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan. (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.7		Structure Therapeutics Inc. 2023 Employee Share Purchase Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-41608)).
107*		Filing Fee Table

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Francisco, State of California, on February 27, 2025.

 

	Structure Therapeutics Inc.
	By:	/s/ Raymond Stevens, Ph.D.
		Raymond Stevens, Ph.D.
		Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Raymond Stevens, Ph.D. and Jun Yoon, and each of them, his or her true and lawful agents, proxies and attorneys-in-fact, with full power of substitution and resubstitution, for 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 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 attorneys-in-fact 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 by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Raymond Stevens, Ph.D.		Chief Executive Officer and Director		February 27, 2025
Raymond Stevens, Ph.D.		(Principal Executive Officer)
/s/ Jun Yoon		Chief Financial Officer		February 27, 2025
Jun Yoon		(Principal Financial and Accounting Officer)
/s/ Daniel Welch		Chairman		February 27, 2025
Daniel Welch
/s/ Eric Dobmeier		Director		February 27, 2025
Eric Dobmeier
/s/ Ted W. Love, M.D.		Director		February 27, 2025
Ted W. Love, M.D.
/s/ Angus Russell		Director		February 27, 2025
Angus Russell
/s/ Sharon Tetlow		Director		February 27, 2025
Sharon Tetlow
/s/ Joanne Waldstreicher, M.D.		Director		February 27, 2025
Joanne Waldstreicher, M.D.

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the duly authorized representative in the United States of Structure Therapeutics Inc., has signed this registration statement on February 27, 2025.

 

	Authorized U.S. Representative
	RAYMOND STEVENS, PH.D.
	By:	/s/ Raymond Stevens, Ph.D.
		Raymond Stevens, Ph.D.
		Chief Executive Officer

 

 

 

Exhibit 5.1

 

 

Structure Therapeutics Inc.

Harbour Place, 2nd Floor

103 South Church Street

P.O. Box 472, George Town

Grand Cayman KYI-1106

Cayman Islands

 

27 February 2025

 

Structure Therapeutics Inc.

 

We have examined the Registration Statement on Form S-8 to be filed by Structure Therapeutics Inc., a Cayman Islands exempted company incorporated with limited liability (the "Registrant"), with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of an amount of ordinary shares of the Registrant (the "Shares") for issuance pursuant to the Structure Therapeutics Inc. 2023 Equity Incentive Plan and the 2023 Employee Share Purchase Plan (together, the "Plans").

 

As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plans and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plans and the resolutions authorizing the issue.

 

It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plans and in accordance with the relevant resolutions adopted by the Board of Directors and/or the shareholders of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plans) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and non-assessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

 

Yours faithfully

 

TRAVERS THORP ALBERGA

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2023 Equity Incentive Plan and 2023 Employee Share Purchase Plan of Structure Therapeutics Inc. of our reports dated February 27, 2025, with respect to the consolidated financial statements of Structure Therapeutics Inc. and the effectiveness of internal control over financial reporting of Structure Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

San Mateo, California

 

February 27, 2025

 

 

v3.25.0.1

Submission	Feb. 26, 2025
Submission [Line Items]
Central Index Key	0001888886
Registrant Name	Structure Therapeutics Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings	Feb. 26, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Ordinary shares, $0.0001 par value per share, issuable under the Structure Therapeutics Inc. 2023 Equity Incentive Plan
Amount Registered | shares	6,874,398
Proposed Maximum Offering Price per Unit	6.94
Maximum Aggregate Offering Price	$ 47,708,322.12
Fee Rate	0.01531%
Amount of Registration Fee	$ 7,304.14
Offering Note	(a) The ordinary shares, $0.0001 par value per share ("Ordinary Shares"), of Structure Therapeutics Inc. (the "Registrant") are represented by American Depositary Shares ("ADSs"), each representing three Ordinary Shares. (b) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the 2023 Equity Incentive Plan (the "2023 Plan"), or the 2023 Employee Share Purchase Plan (the "2023 ESPP") by reason of any stock dividend, stock split, recapitalization or other similar transaction. (c) Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated under the Securities Act solely for the purpose of calculating the registration fee, and is based upon the price of $6.94 per Ordinary Share (or the equivalent of $20.81 per ADS), which was the average of the high and low prices of the Registrant's ADSs as reported on the Nasdaq Global Market on February 25, 2025. (d) Represents 6,874,398 Ordinary Shares (an equivalent of 2,291,466 ADSs) that were automatically added to the shares authorized for issuance under the 2023 Plan on January 1, 2025 pursuant to an "evergreen" provision contained in the 2023 Plan. The 2023 Plan provides that, on January 1st of each year through (and including) January 1, 2033, the number of shares authorized for issuance under the 2023 Plan is automatically increased by a number equal to (a) 4% of the total number of Ordinary Shares outstanding on December 31st of the preceding year; or (b) such lesser number of Ordinary Shares as the Registrant's board of directors (the "Board") may designate prior to the applicable January 1st.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Ordinary shares, $0.0001 par value per share, issuable under the Structure Therapeutics Inc. 2023 Employee Share Purchase Plan
Amount Registered | shares	1,718,600
Proposed Maximum Offering Price per Unit	5.90
Maximum Aggregate Offering Price	$ 10,139,740.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 1,552.39
Offering Note	(a) The Ordinary Shares of the Registrant are represented by ADSs, each representing three Ordinary Shares. (b) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the 2023 Plan, or the 2023 ESPP by reason of any stock dividend, stock split, recapitalization or other similar transaction. (c) Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated under the Securities Act solely for the purpose of calculating the registration fee, and is based upon the price of $5.90 per Ordinary Share (or the equivalent of $17.69 per ADS), which was the average of the high and low prices of the Registrant's ADSs as reported on the Nasdaq Global Market on February 25, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2023 ESPP. (d) Represents 1,718,600 Ordinary Shares (an equivalent of 572,867 ADSs) that were automatically added to the shares authorized for issuance under the 2023 ESPP. The 2023 ESPP provides that, on January 1st of each year through (and including) January 1, 2033, the number of shares authorized for issuance under the 2023 ESPP is automatically increased by a number equal to the lesser of: (i) 1% of the total number of Ordinary Shares outstanding on December 31st of the preceding year; (ii) 3,000,000 Ordinary Shares; or (iii) such lesser number of Ordinary Shares as the Board may designate prior to the applicable January 1st.

v3.25.0.1

Fees Summary	Feb. 26, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 57,848,062.12
Total Fee Amount	8,856.53
Total Offset Amount	0.00
Net Fee	$ 8,856.53

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