As filed with the Securities and Exchange Commission on March 24, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
89bio, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction | 36-4946844 (I.R.S. Employer |
142 Sansome Street, Second Floor
San Francisco, CA 94104
(Address of Principal Executive Offices, Zip Code)
Amended and Restated 89bio, Inc. 2019 Equity Incentive Plan
89bio, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plans)
Rohan Palekar
Chief Executive Officer
89bio, Inc.
142 Sansome Street, Second Floor
San Francisco, CA 94104
(Name and address of agent for service)
(415) 432-9270
(Telephone number, including area code, of agent for service)
Copies to:
Ryan A. Murr
Branden C. Berns
Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, CA 94105
(415) 393-8200
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 filed by 89bio, Inc. (the “Registrant”), relating to additional shares of its common stock, par value $0.001 per share (the “Common Stock”), available for issuance pursuant to the Amended and Restated 89bio, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) and the 89bio, Inc. 2019 Employee Stock Purchase Plan (the “ESPP” and, together with the 2019 Plan, the “Plans”). The information contained in the Registrant’s registration statements on Form S-8 filed on December 18, 2019 (SEC File No. 333-235577), March 18, 2020 (SEC File No. 333-237263), and March 25, 2021 (SEC File No. 333-254683), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
* | Filed herewith. |
Pursuant to the requirements of 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 San Francisco, State of California, on March 24, 2022.
89bio, Inc. | ||
By: | /s/ Rohan Palekar | |
Name: | Rohan Palekar | |
Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rohan Palekar and Ryan Martins, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
Signature | Title | Date | ||||
/s/ Rohan Palekar | Chief Executive Officer | March 24, 2022 | ||||
Rohan Palekar | (Principal Executive Officer) | |||||
/s/ Ryan Martins | Chief Financial Officer | March 24, 2022 | ||||
Ryan Martins | (Principal Financial and Accounting Officer) | |||||
/s/ Steven Altschuler, M.D. | Director | March 24, 2022 | ||||
Steven Altschuler, M.D. | ||||||
/s/ Derek DiRocco, Ph.D. | Director | March 24, 2022 | ||||
Derek DiRocco, Ph.D. | ||||||
/s/ Gregory Grunberg, M.D. | Director | March 24, 2022 | ||||
Gregory Grunberg, M.D. | ||||||
/s/ Michael Hayden, M.B., Ch.B, Ph.D. | Director | March 24, 2022 | ||||
Michael Hayden, M.B., Ch.B, Ph.D. | ||||||
/s/ Kathleen D. LaPorte | Director | March 24, 2022 | ||||
Kathleen D. LaPorte | ||||||
/s/ Edward Morrow Atkinson III | Director | March 24, 2022 | ||||
Edward Morrow Atkinson III | ||||||
/s/ Lota Zoth | Director | March 24, 2022 | ||||
Lota Zoth |