As filed with the Securities and Exchange Commission on July 12, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ultragenyx Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization) 27-2546083 (I.R.S. Employer Identification No.)

60 Leveroni Court

Novato, CA 94949

(Address of Principal Executive Offices, Zip Code)

Amended and Restated 2023 Incentive Plan

Employment Inducement Plan

(Full title of the plan)

Emil D. Kakkis, M.D., Ph.D.

President and Chief Executive Officer

Ultragenyx Pharmaceutical Inc.

60 Leveroni Court

Novato, CA 94949

(415) 483-8800

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

Copies to:

Karah Parschauer Executive Vice President and Chief Legal Officer Ultragenyx Pharmaceutical Inc. 60 Leveroni Court Novato, CA 94949 Telephone: (415) 483-8800 Facsimile: (415) 483-8810 Ryan A. Murr, Esq. Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 Telephone: (415) 393-8200 Facsimile: (415) 393-8306

_______________________________________

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 under 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 (this “Registration Statement”) is filed by Ultragenyx Pharmaceutical Inc. (the “Registrant”) to register (i) an additional 4,000,000 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), that may be offered and issued under the Ultragenyx Pharmaceutical Inc. Amended and Restated 2023 Incentive Plan (the “2023 Plan”), and (ii) an additional 350,000 shares of Common Stock that may be offered and issued under the Ultragenyx Pharmaceutical Inc. Employment Inducement Plan (as amended, the “Inducement Plan”), pursuant to the Second Amendment to the Inducement Plan, for the grant of inducement awards for employment with the Registrant pursuant to Nasdaq Listing Rule 5635(c)(4).

The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) (SEC File Nos. 333-253007 and 333-272518) together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder with respect to the 2023 Plan and the Inducement Plan are in addition to the shares of Common Stock registered on such registration statements.

Item 8. Exhibits.

Exhibit No.	Exhibit Description	Incorporated by Reference			Filed Herewith
		Form	Date	Number
4.1	Amended and Restated Certificate of Incorporation of Ultragenyx Pharmaceutical Inc.	8-K	2/5/2014	3.1
4.2	Second Amended and Restated Bylaws of Ultragenyx Pharmaceutical Inc.	8-K	12/21/2023	3.1
4.3	Form of Common Stock Certificate	S-1	11/8/2013	4.2
4.4	Amended and Restated 2023 Incentive Plan				X
4.5	Employment Inducement Plan	10-K	2/12/2021	10.43
4.6	First Amendment to Employment Inducement Plan	S-8	6/8/2023	4.7
4.7	Second Amendment to Employment Inducement Plan				X
5.1	Opinion of Gibson, Dunn & Crutcher LLP				X
23.1	Consent of Independent Registered Public Accounting Firm				X
23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)				X
24.1	Power of Attorney (included on the signature page to this Registration Statement)				X
107	Filing Fee Table				X

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 the City of Novato, State of California, on July 12, 2024.

ULTRAGENYX PHARMACEUTICAL INC.
By:	/s/ Emil D. Kakkis
Name:	Emil D. Kakkis, M.D., Ph.D.
Title:	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 each of Emil D. Kakkis, M.D., Ph.D. and Howard Horn and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and 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 SEC, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their 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 indicated on the dates indicated.

	Signature		Title		Date
/s/ Emil D. Kakkis  Emil D. Kakkis, M.D., Ph.D.		President and Chief Executive Officer and Director (Principal Executive Officer)		July 12, 2024
/s/ Howard Horn  Howard Horn		Executive Vice President, Chief Financial Officer, Corporate Strategy (Principal Financial Officer)		July 12, 2024
/s/ Theodore A. Huizenga  Theodore A. Huizenga		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		July 12, 2024
/s/ Daniel G. Welch  Daniel G. Welch		Chairman of the Board		July 12, 2024
/s/ Deborah Dunsire Deborah Dunsire, M.D.		Director		July 12, 2024
/s/ Matthew K. Fust  Matthew K. Fust		Director		July 12, 2024
/s/ Michael Narachi  Michael Narachi		Director		July 12, 2024
/s/ Amrit Ray		Director		July 12, 2024
Amrit Ray, M.D.
/s/ Corsee D. Sanders		Director		July 12, 2024
Corsee D. Sanders, Ph.D.
/s/ Shehnaaz Suliman		Director		July 12, 2024
Shehnaaz Suliman, M.D.