S-8 1 d156508ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 23, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Aligos Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   82-4724808

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

One Corporate Dr., 2nd Floor

South San Francisco, California

   94080
(Address of Principal Executive Offices)   (Zip Code)

2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full Title of the Plan)

Lawrence M. Blatt, Ph.D.

Chief Executive Officer

Aligos Therapeutics, Inc.

One Corporate Dr., 2nd Floor

South San Francisco, California 94080

(800) 466-6059

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

Copies to:

Mark V. Roeder

John C. Williams

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Telephone: (650) 328-4600

 

 

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.   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be

Registered(1)

  

Proposed

Maximum

Offering Price

Per Share(2)

  

Proposed

Maximum

Aggregate

Offering Price(2)

  

Amount of

Registration Fee

Common Stock, $0.0001 par value per share, of Aligos Therapeutics, Inc.

   2,287,236(3)   $25.45(2)   $58,210,156.20   $6,350.73

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2020 Incentive Award Plan (the “2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2020 Plan and the ESPP are based on the average of the high and the low price of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 17, 2021.

(3)

Represents 1,906,030 shares of the Registrant’s common stock that are available for issuance pursuant to the 2020 Plan and 381,206 shares of the Registrant’s common stock that are available for issuance pursuant to the ESPP, in each case, pursuant to automatic increases effective January 1, 2021. Shares available for issuance under the 2020 Plan and the ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 20, 2020 (Registration No. 333-249568).

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are exercised and/or vest.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this Registration Statement, Aligos Therapeutics, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement on Form S-8 is filed by Registrant, relating to (a) 1,906,030 shares of its common stock, $0.0001 par value (the “Common Stock”), issuable to eligible employees of Registrant under the 2020 Plan and (b) 381,206 shares of Common Stock issuable to eligible employees of Registrant under the ESPP. On October 20, 2020, Registrant filed with the Commission a Registration Statement on Form S-8, Registration No. 333-249568 (the “Prior Registration Statement”), relating to shares of Common Stock issuable to eligible employees of Registrant under the 2020 Plan and the ESPP. The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with Section E of the General Instructions to Form S-8 regarding Registration of Additional Securities. Pursuant to Section E of the General Instructions to Form S-8, the contents of the Prior Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference in this Registration Statement:

 

  •  

our Annual Report on  Form 10-K for the year ended December 31, 2020, filed with the Commission on March 23, 2021; and

 

  •  

the description of our common stock which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed on October 13, 2020, including any amendment or reports filed for the purposes of updating this description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which 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 no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

 

Exhibit              Incorporated by Reference         

Filed

Herewith

Number

   

Exhibit Description

   

Form

    Date    Number    

 

  5.1    Opinion of Latham & Watkins LLP.            X
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).            X
23.2    Consent of Independent Registered Public Accounting Firm.            X
24.1    Power of Attorney. Reference is made to the signature page to the Registration Statement.            X
99.1#    2020 Incentive Award Plan.    S-1/A    10/9/2020      10.6 (a)   
99.2#    Employee Stock Purchase Plan.    S-1/A    10/9/2020      10.7    

 

#

Indicates management contract or compensatory plan.

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 South San Francisco, State of California, on this 23rd day of March, 2021.

 

Aligos Therapeutics, Inc.

By:

  

/s/ Lawrence M. Blatt

  Lawrence M. Blatt, Ph.D.
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Lawrence M. Blatt, Ph.D., Lesley Ann Calhoun and Lucinda Quan, J.D., and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her 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 this Registration Statement, 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

   

Title

  

Date

/s/ Lawrence M. Blatt

    Chief Executive Officer and Director   March 23, 2021
Lawrence M. Blatt, Ph.D.   

(Principal Executive Officer)

  

/s/ Lesley Ann Calhoun

    Executive Vice President, Chief Financial Officer   March 23, 2021
Lesley Ann Calhoun    (Principal Financial and Accounting Officer)  

/s/ Leonid Beigelman

    Director   March 23, 2021
Leonid Beigelman, Ph.D     

/s/ K. Peter Hirth

    Director   March 23, 2021
K. Peter Hirth, Ph.D.     

/s/ Jack B. Nielsen

    Director   March 23, 2021
Jack B. Nielsen     

/s/ Peter Moldt

    Director   March 23, 2021
Peter Moldt, Ph.D.     

/s/ Carole Nuechterlein

    Director   March 23, 2021
Carole Nuechterlein     

/s/ Thomas Woiwode

    Director   March 23, 2021
Thomas Woiwode, Ph.D.     

/s/ Kathleen Sereda Glaub

    Director   March 23, 2021
Kathleen Sereda Glaub