S-8

As filed with the Securities and Exchange Commission on August 6, 2026

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 Employee Stock Purchase Plan

(Full Title of the Plan)

 

 

Lawrence M. Blatt, Ph.D.

President and 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

801 Jefferson Avenue, Suite 300

Redwood City, California 94063

(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. ☐

 

 

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

registration statement as awards under the plan 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”.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement on Form S-8 is filed by the Registrant, relating to 500,000 shares of its common stock, $0.0001 par value (the “Common Stock”), issuable to eligible employees of the Registrant under the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”). Shares available for issuance under the ESPP were previously registered on registration statements on Form S-8 filed with the Commission on October 20, 2020, Registration No. 333-249568, March 23, 2021, Registration No. 333-254628, March 10, 2022, Registration No. 333-263447, March 9, 2023, Registration No. 333-270417, March 12, 2024, Registration No. 333-277860, March 10, 2025, Registration No. 333-285677, and March 5, 2026, Registration No. 333-294035 (collectively, the “Prior Registration Statements”). The Prior Registration Statements are currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate 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 Statements are 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:

 

   

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 5, 2026;

 

   

the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March  5, 2026, from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 29, 2026;

 

   

the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the Commission on May  7, 2026 and August 6, 2026;

 

   

the Registrant’s Current Reports on Form 8-K filed with the Commission on February  4, 2026, April  14, 2026, April  21, 2026, and June 26, 2026; and

 

   

the description of the Registrant’s Common Stock which is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the Registrant’s registration statement on Form 8-A, filed on October  13, 2020, as updated by the description of the Registrant’s Common Stock contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 5, 2026, including any amendments or reports filed for the purposes of updating such 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

Number

       Incorporated by Reference     

Filed

Herewith

 
  Exhibit Description    Form      Date      Number         
  4.1(a)   Amended and Restated Certificate of Incorporation.      8-K        10/20/2020        3.1     
  4.1(b)   Certificate of Amendment to Amended and Restated Certificate of Incorporation.      8-K        6/28/2024        3.1     
  4.1(c)   Certificate of Amendment to Amended and Restated Certificate of Incorporation.      8-K        8/19/2024        3.1     
  4.1(d)   Certificate of Amendment to Amended and Restated Certificate of Incorporation.      8-K        6/26/2025        3.1     
  4.2   Amended and Restated Bylaws.      8-K        10/20/2020        3.2     
  4.3   Form of Common Stock Certificate.      10-Q        11/6/2024        4.2     
  4.4   Form of 2023 Pre-Funded Warrant.      8-K        10/25/2023        4.1     
  4.5   Form of 2023 Common Warrant.      8-K        10/25/2023        4.2     
  4.6   Form of 2025 Pre-Funded Warrant.      8-K        2/12/2025        4.1     
  4.7   Form of 2025 Common Warrant.      8-K        2/12/2025        4.2     
  5.1   Opinion of Latham & Watkins LLP.               X  
 23.1   Consent of Independent Registered Public Accounting Firm.               X  
 23.2   Consent of Latham & Watkins LLP (included in Exhibit 5.1).               X  
 24.1   Power of Attorney (included on signature page).               X  
 99.1(a)#   Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan.      S-1/A        10/9/2020        10.7     
 99.1(b)#   Amendment to the Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan.      8-K        6/26/2026        10.1     
107   Filing Fee Table.               X  

 

  #

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 August 6, 2026.

 

Aligos Therapeutics, Inc.
By:  

/s/ Lawrence M. Blatt

  Lawrence M. Blatt, Ph.D.
  President and 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. and Lesley Ann Calhoun, 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

Lawrence M. Blatt, Ph.D.

  

President, Chief Executive Officer and Chairman

(Principal Executive Officer)

  August 6, 2026

/s/ Lesley Ann Calhoun

Lesley Ann Calhoun

  

Executive Vice President, Chief Operating Officer

and Chief Financial Officer

(Principal Financial Officer)

  August 6, 2026

/s/ Nikhil Aneja

Nikhil Aneja

  

Vice President, Finance

(Principal Accounting Officer)

  August 6, 2026

/s/ K. Peter Hirth

K. Peter Hirth, Ph.D.

  

Director

  August 6, 2026

/s/ Bridget Martell

Bridget Martell, M.A., M.D.

  

Director

  August 6, 2026

/s/ Carole Nuechterlein

Carole Nuechterlein

  

Director

  August 6, 2026

/s/ James Scopa

James Scopa

  

Director

  August 6, 2026

/s/ Heather Preston

Heather Preston, M.D.

  

Director

  August 6, 2026

/s/ Margarita Chavez

Margarita Chavez

  

Director

  August 6, 2026
EX-5.1

Exhibit 5.1

 

   801 Jefferson Avenue, Suite 300
   Redwood City, California 94063
LOGO   

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

   FIRM / AFFILIATE OFFICES
   Austin    Milan
   Beijing    Munich
   Boston    New York
   Brussels    Orange County
August 6, 2026    Chicago    Paris
   Dubai    Riyadh
   Düsseldorf    San Diego
   Frankfurt    San Francisco
   Hamburg    Seoul
   Hong Kong    Silicon Valley
   Houston    Singapore
   London    Tel Aviv
   Los Angeles    Tokyo
   Madrid    Washington, D.C.

Aligos Therapeutics, Inc.

One Corporate Dr., 2nd Floor

South San Francisco, California 94080

 

Re:

Registration Statement on Form S-8; 500,000 shares of Common Stock of Aligos Therapeutics, Inc., par value $0.0001 per share

To the addressee set forth above:

We have acted as special counsel to Aligos Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 500,000 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”).

The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2026 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


August 6, 2026

Page 2

 

LOGO

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company for legal consideration not less than par value in the circumstances contemplated by the ESPP, assuming in each case that the individual issuances, grants or awards under the ESPP are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the ESPP (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Sincerely,
/s/ Latham & Watkins LLP
EX-23.1

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 2020 Employee Stock Purchase Plan of Aligos Therapeutics, Inc. of our report dated March 5, 2026, with respect to the consolidated financial statements of Aligos Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California

August 6, 2026

EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001799448 Aligos Therapeutics, Inc. N/A Fees to be Paid 0001799448 2026-08-04 2026-08-04 0001799448 1 2026-08-04 2026-08-04 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Aligos Therapeutics, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common stock, $0.0001 par value per share Other 500,000 $ 3.66 $ 1,830,000.00 0.0001381 $ 252.72

Total Offering Amounts:

$ 1,830,000.00

$ 252.72

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 252.72

Offering Note

1

(1) Pursuant to Rule 416 of 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 ("Common Stock") that become issuable under the Registrant's 2020 Employee Stock Purchase Plan (the "ESPP") by reason of any stock dividend, stock split or similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock. (2) Represents shares of Common Stock that were added to the shares authorized for issuance under the ESPP on June 25, 2026. (3) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee, on the basis of $3.66 per share, which is 85% of the average of the high and low prices of the Common Stock on July 31, 2026, as reported on the Nasdaq Capital Market. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder is 85% of the lower of the fair market value of a share of Common Stock on the first trading day of the applicable offering period or on the exercise date. (4) The Registrant does not have any fee offsets.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources