IDEAYA Biosciences, Inc. (Form: S-8, Received: 03/17/2022 17:02:12)

As filed with the Securities and Exchange Commission on March 17, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IDEAYA Biosciences, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		47-4268251
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
7000 Shoreline Court, Suite 350 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

2019 Incentive Award Plan

2019 Employee Stock Purchase Plan

(Full Title of the Plan)

Yujiro Hata

President and Chief Executive Officer

IDEAYA Biosciences, Inc.

7000 Shoreline Court, Suite 350

South San Francisco, California 94080

(650) 443-6209

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

Copies to:

Mark V. Roeder, Esq.

Benjamin A. Potter, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Telephone: (650) 328-4600

Facsimile: (650) 463-2600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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	☐
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 being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 1,926,652 shares of common stock of IDEAYA Biosciences, Inc. (the “Registrant”) issuable under the following employee benefit plans for which registration statements of the Registrant on Form S-8 (File Nos. 333-231784, 333-237362 and 333-254617) are effective: (i) the IDEAYA Biosciences, Inc. 2019 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 1,541,322 shares of common stock, and (ii) the IDEAYA Biosciences, Inc. Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 385,330 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on May 28, 2019 (File No. 333-231784), March 24, 2020 (File No. 333-237362) and March 23, 2021 (File No. 333-254617) are incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.

Item 8. Exhibits

Exhibit Number		Incorporated by Reference			Filed Herewith
Exhibit Number	Exhibit Description	Form	Date	Number
5.1	Opinion of Latham & Watkins LLP.				X
23.1	Consent of Independent Registered Public Accounting Firm.				X
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1).				X
24.1	Power of Attorney. Reference is made to the signature page to the Registration Statement.				X
99.1#	2019 Incentive Award Plan.	S-8	5-28-19	99.2(a)
99.2#	Employee Stock Purchase Plan.	S-8	5-28-19	99.3
107	Filing Fee Table.				X

#	Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (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 South San Francisco, California, on this 17th day of March, 2022.

IDEAYA Biosciences, Inc.

By:		/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Yujiro Hata and Paul Stone, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, 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	Title	Date

/s/ Yujiro Hata	President, Chief Executive Officer and Director (Principal Executive Officer)	March 17, 2022
Yujiro Hata

/s/ Paul Stone, J.D.	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 17, 2022
Paul Stone, J.D.

/s/ Timothy Shannon, M.D.	Chairman of the Board of Directors	March 17, 2022
Timothy Shannon, M.D.	Chairman of the Board of Directors

/s/ Garret Hampton, Ph.D.	Director	March 17, 2022
Garret Hampton, Ph.D.

/s/ Susan L. Kelley, M.D.	Director	March 17, 2022
Susan L. Kelley, M.D.

/s/ Scott Morrison	Director	March 17, 2022
Scott Morrison

/s/ Terry Rosen, Ph.D.	Director	March 17, 2022
Terry Rosen, Ph.D.


Signature	Title	Date

/s/ Jeffrey Stein, Ph.D.	Director	March 17, 2022
Jeffrey Stein, Ph.D.

/s/ Wendy Yarno	Director	March 17, 2022
Wendy Yarno

Exhibit 5.1

	140 Scott Drive
	Menlo Park, California 94025
	Tel: +1.650.328.4600 Fax: +1.650.463.2600
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin Beijing	Moscow Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
March 17, 2022	Chicago	Riyadh
March 17, 2022	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Shanghai
	Hong Kong	Silicon Valley
	Houston	Singapore
	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

IDEAYA Biosciences, Inc.

7000 Shoreline Court, Suite 350

South San Francisco, CA 94080

Re:

Registration Statement on Form S-8; 1,926,652 shares of Common Stock of IDEAYA Biosciences, Inc., par value $0.0001 per share

To the addressee set forth above:

We have acted as special counsel to IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 1,926,652 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2019 Incentive Award Plan (the “2019 Plan”) and 2019 Employee Stock Purchase Plan (the “ESPP” and together with the 2019 Plan, the “Plans”).

The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 17, 2022 (the “Registration Statement”). 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 or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

March 17, 2022

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing 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/ Latham & Watkins LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of IDEAYA Biosciences, Inc. of our report dated March 17, 2022,relating to the financial statements, which appears in IDEAYA Biosciences, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP
San Jose, California
March 17, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

IDEAYA Biosciences, Inc.

(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 Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Common Stock, par value $0.0001 per share	457(c) and 457(h)	1,926,652 (2)	$12.55 (3)	$24,179,483	0.0000927	$2,242
Fees Previously Paid
	Total Offering Amounts					$24,179,483		$2,242
	Total Fees Previously Paid							–
	Total Fee Offsets (4)							–
	Net Fee Due							$2,242

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2019 Incentive Award Plan (the “Incentive Plan”) and the Registrant’s Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)

Represents the following shares of Common Stock available for future issuance: (i) (a) 1,541,322 shares of Common Stock initially reserved for issuance under the Incentive Plan; and (ii) 385,330 shares of Common Stock initially reserved for issuance under the ESPP.

(3)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s shares of Common Stock as reported on the Nasdaq Global Market on March 14, 2022, which date is within five business days prior to the filing of this Registration Statement.

(4) The Registrant does not have any fee offsets.