S-8 1 ngm-03x01x2022xsx8.htm S-8 Document

As filed with the U.S. Securities and Exchange Commission on March 1, 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
 
NGM BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware26-1679911
(State or other jurisdiction of
Incorporation or organization)		(I.R.S. Employer
Identification No.)
333 Oyster Point Boulevard
South San Francisco, California 94080
(650) 243-5555
(Address of principal executive offices) (Zip code)
NGM Biopharmaceuticals, Inc. Amended and Restated 2018 Equity Incentive Plan
(Full titles of the plans)
 
David J. Woodhouse, Ph.D.
Chief Executive Officer
NGM Biopharmaceuticals, Inc.
333 Oyster Point Boulevard
South San Francisco, California 94080
(650) 243-5555
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Chadwick Mills
Christina T. Roupas
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
(415) 693-2000
 
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 ☐
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
NGM Biopharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 3,118,508 shares of common stock, par value $0.001 per share (the “Common Stock”) to be issued pursuant to the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “Restated 2018 Plan”). The Registrant previously registered shares of its Common Stock for issuance under the Restated 2018 Plan pursuant to the Registrant’s registration statements on Form S-8 filed on April 4, 2019 (File No. 333-230725), March 17, 2020 (File No. 333-237243) and March 15, 2021 (File No. 333-254295) (together, 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 are incorporated herein by reference and made part of this Registration Statement.





ITEM 8.EXHIBITS
 
      Incorporated by Reference
Exhibit
Number		  Description  Schedule
Form		  File Number  Exhibit  Filing Date
4.1
    8-K  001-38853  3.1  4/8/19
4.2
    S-1  333-227608  3.4  9/28/18
4.3
    S-1  333-227608  4.2  4/1/19
5.1*
          
23.1*
          
23.2*
          
24.1*
          
99.1
    S-1  333-227608  10.3  3/25/19
107*
*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 South San Francisco, State of California, on this 1st day of March, 2022.

 NGM Biopharmaceuticals, Inc.
By:/s/ David J. Woodhouse
David J. Woodhouse, Ph.D.
Chief Executive Officer and Director




POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Rieflin, David J. Woodhouse, Siobhan Nolan Mangini and Valerie Pierce, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ David J. WoodhouseChief Executive Officer and DirectorMarch 1, 2022
David J. Woodhouse, Ph.D.(Principal Executive Officer)
/s/ Siobhan Nolan ManginiChief Financial OfficerMarch 1, 2022
Siobhan Nolan Mangini(Principal Financial and Accounting Officer)
/s/ Bill RieflinExecutive Chairman and DirectorMarch 1, 2022
William J. Rieflin
/s/ Jin-Long ChenChief Scientific Officer and DirectorMarch 1, 2022
Jin-Long Chen, Ph.D.
/s/ David V. Goeddel, Ph.D.DirectorMarch 1, 2022
David V. Goeddel, Ph.D.
s/ Shelly D. GuyerDirectorMarch 1, 2022
Shelly D. Guyer
s/ Carole HoDirectorMarch 1, 2022
Carole Ho, MD
/s/ Suzanne HooperDirectorMarch 1, 2022
Suzanne Sawochka Hooper
/s/ Mark LeschlyDirectorMarch 1, 2022
Mark Leschly
/s/ Roger M. Perlmutter, M.D.DirectorMarch 1, 2022
Roger M. Perlmutter, M.D.