As filed with the Securities and Exchange Commission on March 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
IKENA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 81-1697316 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
645 Summer Street, Suite 101 Boston, MA 02210 |
02210 | |
(Address of Principal Executive Offices) | (Zip Code) |
Ikena Oncology, Inc. 2021 Stock Option and Incentive Plan
(Full Title of the Plan)
Mark Manfredi, Ph.D.
President and Chief Executive Officer
Ikena Oncology, Inc.
645 Summer Street, Suite 101
Boston, MA 02210
(857) 273-8343
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard Hoffman, Esq.
Stephanie Richards, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,930,324 shares of common stock, par value $0.001 per share (Common Stock), of Ikena Oncology, Inc. (the Registrant) to be issued under the Registrants 2021 Stock Option and Incentive Plan (the 2021 Plan). The number of shares of Common Stock reserved and available for issuance under the 2021 Plan is subject to an automatic annual increase on each January 1, beginning in 2022, by four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the compensation committee of the board of directors of the Company. Accordingly, on January 1, 2024, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,930,324.
These additional shares are of the same class as other securities relating to the 2021 Plan for which the Registrants Registration Statements on Form S-8 (File No. 333-254858, File No. 333-263640 and File No. 333-270518) filed with the Securities and Exchange Commission (SEC) on March 30, 2021, March 17, 2022 and March 14, 2023, respectively, are effective.
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 (File No. 333-254858, File No. 333-263640 and File No. 333-270518) filed with the SEC on March 30, 2021, March 17, 2022 and March 14, 2023, respectively, are incorporated by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements is presented herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
EXHIBIT INDEX
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, Commonwealth of Massachusetts, on the 12th day of March, 2024.
IKENA ONCOLOGY, INC. | ||
By: | /s/ Mark Manfredi | |
Mark Manfredi, Ph.D. | ||
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Mark Manfredi, Ph.D. as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name |
Title |
Date | ||
/s/ Mark Manfredi Mark Manfredi, Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 12, 2024 | ||
/s/ Jotin Marango Jotin Marango, M.D., Ph.D. |
Chief Financial Officer and Head of Corporate Development (Principal Financial Officer and Principal Accounting Officer) | March 12, 2024 | ||
/s/ Owen Hughes Owen Hughes |
Director | March 12, 2024 | ||
/s/ David Bonita David Bonita, M.D. |
Director | March 12, 2024 | ||
/s/ Iain D. Dukes Iain D. Dukes, D.Phil. |
Director | March 12, 2024 | ||
/s/ Jean-François Formela Jean-François Formela, M.D. |
Director | March 12, 2024 | ||
/s/ Maria Koehler Maria Koehler, M.D., Ph.D. |
Director | March 12, 2024 | ||
/s/ Otello Stampacchia Otello Stampacchia, Ph.D. |
Director | March 12, 2024 | ||
/s/ Richard Wooster Richard Wooster, Ph.D. |
Director | March 12, 2024 |
Exhibit 5.1
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Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
March 12, 2024
Ikena Oncology, Inc.
645 Summer Street, Suite 101
Boston, MA 02210
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof relating to an aggregate of 1,930,324 shares (the Shares) of common stock, $0.001 par value per share (Common Stock), of Ikena Oncology, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 2021 Stock Option and Incentive Plan (the 2021 Plan).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the 2021 Plan, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ GOODWIN PROCTER LLP |
GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Ikena Oncology, Inc. 2021 Stock Option and Incentive Plan of our report dated March 12, 2024, with respect to the consolidated financial statements of Ikena Oncology, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Boston, Massachusetts |
March 12, 2024 |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Ikena Oncology, 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 Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Common Stock, $0.001 par value per share | Other (2) | 1,930,324 (3) | $1.60 | $3,088,518.40 | $0.00014760 | $455.87 | |||||||
Total Offering Amounts | $3,088,518.40 | | ||||||||||||
Total Fees Previously Paid | | |||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $455.87 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrants common stock, $0.001 par value per share (Common Stock). |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $1.60, the average of the high and low price of the Registrants Common Stock as reported on the Nasdaq Global Market on March 8, 2024. |
(3) | Consists of 1,930,324 additional shares issuable under the Registrants 2021 Stock Option and Incentive Plan (the 2021 Plan), which represents the automatic annual increase to the number of shares available for issuance under the 2021 Plan, effective as of January 1, 2024. Shares available for issuance under the 2021 Plan were previously registered on registration statements on Form S-8 (File No. 333-254858, File No. 333-263640 and File No. 333-270518) filed with the Securities and Exchange Commission on March 30, 2021, March 17, 2022 and March 14, 2023, respectively. |