S-8

Large Accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on October 5, 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

MIRATI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

46-2693615

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3545 Cray Court

San Diego, California 92121

(858) 332-3410

(Address of Principal Executive Offices)

Mirati Therapeutics, Inc. Inducement Plan

(Full title of the plan)

Charles M. Baum, M.D., Ph.D.

Interim Chief Executive Officer

Mirati Therapeutics, Inc.

3545 Cray Court

San Diego, California 92121

(858) 332-3410

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

Copies to:

Thomas A. Coll, Esq.

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

Tel: (858) 550-6000

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

INCORPORATION OF DOCUMENTS BY REFERENCE.

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant previously registered shares of its Common Stock for issuance under the Mirati Therapeutics, Inc. Inducement Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 31, 2019 (File No. 333-235765) and on July 15, 2022 (File No. 333-266178). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

ITEM 8. EXHIBITS.


Exhibit Number			Description

	4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference from Registrant’s Registration Statement on Form 10-12B (No. 001-35921), filed with the Securities and Exchange Commission on May 10, 2013).

	4.2		Bylaws of the Registrant (incorporated by reference from Registrant’s Registration Statement on Form 10-12B (No. 001-35921), filed with the Securities and Exchange Commission on May 10, 2013).

	4.3		Amendment to Bylaws (incorporated by reference from Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2016).

	4.4		Form of Common Stock Certificate of the Registrant (incorporated by reference from Registrant’s Registration Statement on Form 10-12B/A (No. 001-35921), filed with the Securities and Exchange Commission on June 14, 2013).

	4.5		Form of Warrant to Purchase Common Stock (incorporated by reference from Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2017).

	4.6		Form of Warrant to Purchase Common Stock (incorporated by reference from Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 16, 2017).

	4.7		Form of Warrant to Purchase Common Stock (incorporated by reference from Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2018).

	5.1	*	Opinion of Cooley LLP.

	23.1	*	Consent of Independent Registered Public Accounting Firm

	23.3	*	Consent of Cooley LLP. Reference is made to Exhibit 5.1.

	24.1	*	Power of Attorney. Reference is made to the signature page hereto.

	99.1		Mirati Therapeutics, Inc. Inducement Plan (incorporated by reference from Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2019).

	99.2		Amendment to Mirati Therapeutics, Inc. Inducement Plan (incorporated by reference from Registrant’s Registration Statement on Form S-8 (No. 333-266178), filed with the Securities and Exchange Commission on July 15, 2022).

	99.3	*	Second Amendment to Mirati Therapeutics, Inc. Inducement Plan

	107	*	Filing Fee Table

	* 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 San Diego, State of California, on October 5, 2023.


MIRATI THERAPEUTICS, INC.

By:		/s/ Charles M. Baum
		Charles M. Baum, M.D., Ph.D.
		Interim Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles M. Baum and Aaron Ondrey, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her and in his or her 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either 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 of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date
/s/ CHARLES M. BAUM	President, Founder, Interim Chief Executive Officer, Head of Research and Development and Member of the Board of Directors	October 4, 2023
Charles M. Baum, M.D., Ph.D.	(Principal Executive Officer)

/s/ AARON ONDREY	Interim Chief Financial Officer	October 4, 2023
Aaron Ondrey	(Principal Financial Officer)

/s/ FAHEEM HASNAIN	Chairman of the Board of Directors	October 4, 2023
Faheem Hasnain

/s/ BRUCE L.A. CARTER	Member of the Board of Directors	October 4, 2023
Bruce L.A. Carter, Ph.D.

/s/ JULIE CHERRINGTON	Member of the Board of Directors	October 4, 2023
Julie Cherrington, Ph.D.

/s/ AARON DAVIS	Member of the Board of Directors	October 4, 2023
Aaron Davis



/s/ CAROL G. GALLAGHER	Member of the Board of Directors	October 4, 2023
Carol G. Gallagher, Pharm. D.

/s/ CRAIG JOHNSON	Member of the Board of Directors	October 4, 2023
Craig Johnson

/s/ MAYA MARTINEZ-DAVIS	Member of the Board of Directors	October 4, 2023
Maya Martinez-Davis

/s/ SHALINI SHARP	Member of the Board of Directors	October 4, 2023
Shalini Sharp