Document


France (State or other jurisdiction of incorporation or organization)			Not applicable (I.R.S. Employer Identification No.)
117, Avenue de Luminy 13009 Marseille France (Address of principal executive offices) (Zip code) Rules of the 2020 Stock Option Plan AGA Bonus 2020 (Full title of the plans) Innate Pharma, Inc. 2273 Research Boulevard, Suite 350 Rockville, MD 20850, USA Tel: +33 4 30 30 30 30 (Name and address of agent for service) (Telephone number, including area code, of agent for service) Copies to:
Bertrand Sénéchal Linklaters LLP 25 Rue de Marignan 75008 Paris, France +33 1 56 43 56 43			Jeffrey Cohen Linklaters LLP 1345 Avenue of the Americas New York, NY 10106 +1 212 903 9000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 of 1933 (the “Securities Act”). ☐


Title of Securities to be Registered(1)	Amount to be Registered(2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, €0.05 nominal value per share	30,000	$6.71(3)(4)	$201,300	$21.96
Ordinary Shares, €0.05 nominal value per share	48,362(5)	$3.44(6)	$166,365.28	$18.15
Options and Warrants and Rights to Purchase or Acquire Ordinary Shares	30,000	N/A	N/A	N/A
Aggregate Registration Fee				$40.11

(1)These ordinary shares of Innate Pharma S.A. (the “Registrant”), €0.05 nominal value per share (“Ordinary Shares”), may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents one Ordinary Share. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate registration statement on Form F-6 (File No. 333-234063), as amended.

(2)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that become issuable under the Registrant’s Rules of the 2020 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Ordinary Shares.

(3)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of the weighted average exercise price of $6.71 per ordinary share (rounded up to the nearest cent), expressed in U.S. dollars based on the European Central Bank exchange rate on July 6, 2021 (€1.00=$1.1838).

(4)For those options or warrants outstanding under the Registrant’s Rules of the 2020 Stock Options Plan with an exercise price denominated in euros, such exercise price is expressed in U.S. dollars based on the European Central Bank exchange rate on July 6, 2021 (€1.00=$1.1838).

(6)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee, and is based upon the price of $3.44 per ADS, which was the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Select Market for July 6, 2021 (rounded up to the nearest cent).

The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participant in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

The following documents, which have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by Innate Pharma S.A. (the “Registrant”), are hereby incorporated by reference into this Registration Statement:

(b)the Registrant’s Report on Form 6-K furnished to the Commission on January 5, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on February 9, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K filed with the Commission on March 18, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on May 11, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on May 28, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on June 22, 2021, including exhibit 99.1 thereto; the Registrant's Report on Form 6-K furnished to the Commission on July 6, 2021, including exhibit 99.1 thereto; and

(c)the descriptions of the Registrant’s American Depositary Shares and Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 16, 2019 (File No. 001-39084) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed (but not furnished) by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under French law, provisions of bylaws that limit the liability of the members of Executive and Supervisory Boards are prohibited. However, French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities incurred by any member of Executive and Supervisory Board members involved in a third-party action, provided that they acted in good faith and within their capacities as members of such board of the company. Criminal liability cannot be indemnified under French law, whether directly by the company or through liability insurance.

The Registrant has obtained directors and officers liability insurance for its Executive and Supervisory Board members, which includes coverage against liability under the Securities Act. The Registrant has entered into agreements with its Executive and Supervisory Board members to provide contractual indemnification. With certain exceptions and subject to limitations on indemnification under French law, these agreements provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity. The Registrant believes that this insurance and these agreements are necessary to attract qualified Executive and Supervisory Board members.

These agreements may discourage shareholders from bringing a lawsuit against the Registrant’s Executive and Supervisory Board members for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against the Executive and Supervisory Board members, even though such an action, if successful, might otherwise benefit the Registrant and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against the Registrant’s Executive and Supervisory Board members pursuant to these insurance agreements.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Executive and Supervisory Board members and controlling persons of the Registrant, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Incorporated by Reference

Exhibit Number

Description

Schedule Form

File Number

Exhibit

Filing Date

4.1+

Bylaws (statuts) of the Registrant (English translation)

4.2

Form of Deposit Agreement

F-1

333-233865

4.1

September 20, 2019

4.3

Form of American Depositary Receipt (included in Exhibit 4.1).

F-1

333-233865

4.2

September 20, 2019

5.1+

Opinion of Linklaters LLP

23.1+

Consent of Deloitte & Associés, independent registered public accounting firm.

23.2+

Consent of Linklaters LLP, Paris (included in Exhibit 5.1).

24.1+

Power of Attorney (included on signature page).

99.1+

The Rules of the 2020 Stock Option Plan

99.2+

AGA 2020 Plan

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such

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 Marseille, France, on July 12, 2021.

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mondher Mahjoubi and Frederic Lombard, and each or any one of them, his or her true and lawful attorney-in-fact and agent, 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 U.S. 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 or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date
/s/ Mondher Mahjoubi	Chief Executive Officer and Chairman of the Executive Board, Member of the Executive Committee (Principal Executive Officer)	July 12, 2021
Mondher Mahjoubi, M.D.
/s/ Frederic Lombard	Chief Financial Officer, Senior VP, Member of the Executive Committee (Principal Financial Officer and Principal Accounting Officer)	July 12, 2021
Frederic Lombard
/s/ Hervé Brailly	Chairman of the Supervisory Board	July 12, 2021
Hervé Brailly, Ph.D.
/s/ Irina Staatz-Granzer	Member and Vice Chairman of the Supervisory Board	July 12, 2021
Irina Staatz-Granzer, Ph.D.
/s/ Jean-Yves Blay	Member of the Supervisory Board	July 12, 2021
Jean-Yves Blay, Ph.D.
/s/ Gilles Brisson	Member of the Supervisory Board	July 12, 2021
Gilles Brisson
/s/ Véronique Chabernaud	Member of the Supervisory Board	July 12, 2021
Véronique Chabernaud, M.D.
/s/ Olivier Martinez	Member of the Supervisory Board	July 12, 2021
Olivier Martinez
/s/ Patrick Langlois	Member of the Supervisory Board	July 12, 2021
Patrick Langlois, Ph.D.
/s/ Pascale Boissel	Member of the Supervisory Board	July 12, 2021
Pascale Boissel


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒