As filed with the Securities and Exchange
Commission on March 10, 2021.
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)
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Delaware
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2834
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94-0505495
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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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
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:
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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.
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price
per Share (3)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.00001 par value per share
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– Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan
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1,749,818
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(2)
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$
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30.13
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$
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52,722,016.34
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$
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5,752.00
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– Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan
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300,000
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(4)
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$
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30.13
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$
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9,039,000.00
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$
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987.00
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Total
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2,049,818
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$
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61,761,016.34
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$
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6,739.00
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “Common Stock”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock, as applicable.
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(2)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”), on January 1, 2021 pursuant to an “evergreen” provision contained in the 2016 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2016 Plan automatically increases on January 1st of each year, starting on January 1, 2017 and continuing through (and including) January 1, 2026 by 4% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding fiscal year, or a lesser number of shares determined by the Registrant’s board of directors (the “Board”).
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(3)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $30.13 per share, the average of the high and low prices of the Common Stock on March 3, 2021 as reported on The Nasdaq Global Market.
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(4)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”) on January 1, 2021 pursuant to an “evergreen” provision contained in the 2016 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2016 ESPP automatically increases on January 1st of each year, starting on January 1, 2017 and continuing through (and including) January 1, 2026 by the lesser of: (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding fiscal year, (ii) 300,000 shares, or (iii) such other number of shares determined by the Board.
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EXPLANATORY NOTE
The Registrant
is filing this Registration Statement on Form S-8 for the purpose of registering (a) 1,749,818 shares of Common Stock
issuable to eligible persons under 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), and March
10, 2020 (File No. 333-237066) and (b) 300,000 shares of Common Stock issuable to eligible persons under 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) and March
10, 2020 (File No. 333-237066) (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.
Exhibit
Number
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Description
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4.1 (1)
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Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc.
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4.2 (2)
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Amended and Restated Bylaws of Protagonist Therapeutics, Inc.
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4.3 (3)
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Specimen stock certificate evidencing the shares of common stock.
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5.1*
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Opinion of Cooley LLP.
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23.1*
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2*
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Consent of Ernst & Young LLP, independent registered public accounting firm.
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23.3*
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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24.1*
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Power of Attorney (included on the signature page of this Form S-8).
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99.1 (4)
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Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan and forms of stock option grant notice, option agreement, notice of exercise, restricted stock unit grant notice and restricted stock unit agreement thereunder.
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99.2 (5)
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Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan.
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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*
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Filed herewith.
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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 10th day of March, 2021.
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PROTAGONIST THERAPEUTICS, INC.
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By:
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/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 Don Kalkofen, 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.
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Signature
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Title
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Date
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/s/ Dinesh V. Patel, Ph.D.
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President, Chief Executive Officer and Director
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March 10, 2021
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Dinesh V. Patel, Ph.D.
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(Principal Executive Officer)
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/s/ Don Kalkofen
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Chief Financial Officer
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March 10, 2021
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Don Kalkofen
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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 10, 2021
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Harold E. Selick, Ph.D
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/s/ Bryan Giraudo
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Director
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March 10, 2021
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Bryan Giraudo
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/s/ Sarah Noonberg, M.D., Ph.D.
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Director
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March 10, 2021
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Sarah Noonberg, M.D., Ph.D.
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/s/ Sarah O’Dowd
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Director
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March 10, 2021
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Sarah O’Dowd
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/s/ William D. Waddill
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Director
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March 10, 2021
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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 10, 2021
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Lewis T. Williams, M.D., Ph.D.
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Exhibit 5.1
March 10, 2021
Protagonist Therapeutics, Inc.
7707 Gateway Blvd., Suite 140
Newark, California 94560-1160
Ladies and Gentlemen:
We have acted as counsel to Protagonist
Therapeutics, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection
with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities
and Exchange Commission, covering the offering of up to 2,049,818 shares of the Company’s Common Stock, $0.00001 par value
per share (the “Shares”), consisting of (i) 1,749,818 shares reserved for issuance pursuant to the Company’s
2016 Equity Incentive Plan (the “2016 Plan”) and (ii) 300,000 shares reserved for issuance pursuant to
the Company’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”) (together with the 2016 Plan,
the “Plans”).
In connection with this opinion, we have
examined and relied upon the Registration Statement and the related prospectuses, the Company’s Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws, each as currently in effect, the Plans and 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.
We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials,
and the due authorization, execution and delivery of all documents by all persons other than the Company where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate
of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect
to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable
to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities
law, rule or regulation.
On the basis of the foregoing, and in reliance
thereon, we are of the opinion that the Shares, when sold and issued in accordance with their respective Plans, the Registration
Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant
to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley
LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Protagonist Therapeutics, Inc.
Page Two
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
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Cooley LLP
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By:
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/s/ Michael E. Tenta
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Michael E. Tenta
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Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com