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 | ¨ |
| Non-accelerated filer | x | 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
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.
| ITEM 8. | EXHIBITS |
| (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. |
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. | ||
| By: | /s/ Dinesh V. Patel, Ph.D. | |
| Dinesh V. Patel, Ph.D. | ||
| President and Chief Executive Officer | ||
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 | Title | Date | ||
/s/ Dinesh V. Patel, Ph.D. |
President, Chief Executive Officer and Director | March 15, 2023 | ||
| Dinesh V. Patel, Ph.D. | (Principal Executive Officer) | |||
| /s/ Asif Ali | Chief Financial Officer | March 15, 2023 | ||
| Asif Ali | (Principal Financial and Accounting Officer) | |||
| /s/ Harold E. Selick, Ph.D. | Chairman of the Board of Directors | March 15, 2023 | ||
| Harold E. Selick, Ph.D. | ||||
| /s/ Bryan Giraudo | Director | March 15, 2023 | ||
| Bryan Giraudo | ||||
| /s/ Sarah Noonberg, M.D., Ph.D. | Director | March 15, 2023 | ||
| Sarah Noonberg, M.D., Ph.D. | ||||
| /s/ Sarah O’Dowd | Director | March 15, 2023 | ||
| Sarah O’Dowd | ||||
| /s/ William D. Waddill | Director | March 15, 2023 | ||
| William D. Waddill | ||||
| /s/ Lewis T. Williams, M.D., Ph.D. | Director | March 15, 2023 | ||
| Lewis T. Williams, M.D., Ph.D. |
Exhibit 5.1
March 15, 2023
Protagonist Therapeutics, Inc.
7707 Gateway Boulevard, Suite 140
Newark, California 94560
| Re: | 2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, (the “Registration Statement”) of Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 2,273,570 shares of the Company’s Common Stock, par value $0.00001 per share (the “Shares”). 1,973,570 of the Shares subject to the Registration Statement are reserved for issuance pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) and 300,000 of the Shares subject to the Registration Statement are reserved for issuance pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the “ESPP,” and, together with the 2016 Plan, the “Plans” and individually, a “Plan”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. We have also assumed that there are no agreements or understandings between or among the Company and any participants in one or more of the Plans that would expand, modify or otherwise affect the terms of any Plan or the respective rights or obligations of the participants thereunder.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor in accordance with the terms set forth in the applicable Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan and Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan of our report dated March 15, 2023, with respect to the consolidated financial statements of Protagonist Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Mateo, California
March 15, 2023
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
Protagonist Therapeutics, Inc.
Table 1 – Newly Registered Securities
| Security Type |
Security Class Title (1) |
Fee Calculation Rule |
Amount Registered (2) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
|||||||||||||||
| Equity | Common Stock, par value $0.00001 per share | 457(c); 457(h) |
||||||||||||||||||||
| To be issued pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) | 457(c); 457(h) |
1,973,570 | (3) | $ | 24.24 | (4) | $ | 47,839,336.80 | (4) | $110.20 per $1,000,000 |
$ | 5,271.89 | ||||||||||
| To be issued pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”) | 457(c); 457(h) |
300,000 | (5) | $ | 24.24 | (4) | $ | 7,272,000.00 | (4) | $110.20 per $1,000,000 |
$ | 801.37 | ||||||||||
| Total Offering Amounts | 2,273,570 | $ | 55,111,336.80 | $ | 6,073.27 | |||||||||||||||||
| Total Fee Offsets | $ | 0.00 | ||||||||||||||||||||
| Net Fee Due | $ | 6,073.27 | ||||||||||||||||||||
| (1) | In addition to the number of shares of the common stock, par value $0.00001 per share (the “Common Stock”) of Protagonist Therapeutics, Inc. (the “Company” or “Registrant”) stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of options and other rights to acquire Common Stock, that may be granted pursuant to the compensatory stock plans listed above. |
| (2) | Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional securities that may from time to time be offered or issued in respect of the securities registered by this registration statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. |
| (3) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 Plan, on January 1, 2023 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”). |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on The Nasdaq Global Market on March 10, 2023. |
| (5) | 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, 2023 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. |