As filed with the Securities and Exchange Commission on March 10, 2022
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.
Chairman 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
140 Scott Drive
Menlo Park, California 94025
(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 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.
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 (a) 2,134,511 shares of its common stock, $0.0001 par value (the Common Stock), issuable to eligible employees, directors and consultants of the Registrant under the Registrants 2020 Incentive Award Plan (the 2020 Plan) and (b) 426,902 shares of Common Stock issuable to eligible employees of the Registrant under the Registrants 2020 Employee Stock Purchase Plan (the ESPP). Shares available for issuance under the 2020 Plan and the ESPP were previously registered on registration statements on Form S-8 filed with the Commission on October 20, 2020, Registration No. 333-249568, and March 23, 2021, Registration No. 333-254628 (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 Registrants Current Report on Form 8-K, filed with the Commission on January 6, 2022; |
| the Registrants Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 10, 2022; and |
| the description of the Registrants Common Stock which is registered under Section 12 of the Exchange Act, in the Registrants registration statement on Form 8-A, filed on October 13, 2020, 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 | ||||||||
Exhibit Description |
Form | Date | Number | Herewith | ||||||
4.1 | Amended and Restated Certificate of Incorporation. | 8-K | 10/20/2020 | 3.1 | ||||||
4.2 | Amended and Restated Bylaws. | 8-K | 10/20/2020 | 3.2 | ||||||
4.3 | Form of Common Stock Certificate. | S-1/A | 10/9/2020 | 4.2 | ||||||
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 | ||||||
107.1 | Filing Fee Table. | X |
# | Indicates management contract or compensatory plan. |
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 10th day of March, 2022.
Aligos Therapeutics, Inc. | ||
By: | /s/ Lawrence M. Blatt | |
Lawrence M. Blatt, Ph.D. | ||
Chairman 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., 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 Lawrence M. Blatt, Ph.D. |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
March 10, 2022 | ||
/s/ Lesley Ann Calhoun Lesley Ann Calhoun |
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
March 10, 2022 | ||
/s/ Leonid Beigelman Leonid Beigelman, Ph.D. |
President and Director | March 10, 2022 | ||
/s/ K. Peter Hirth K. Peter Hirth, Ph.D. |
Director | March 10, 2022 | ||
/s/ Jack B. Nielsen Jack B. Nielsen |
Director | March 10, 2022 | ||
/s/ Carole Nuechterlein Carole Nuechterlein |
Director | March 10, 2022 | ||
/s/ Thomas Woiwode Thomas Woiwode, Ph.D. |
Director | March 10, 2022 | ||
/s/ James Scopa James Scopa |
Director | March 10, 2022 |
Exhibit 5.1
140 Scott Drive | ||||
Menlo Park, California 94025 | ||||
Tel: +1.650.328.4600 Fax: +1.650.463.2600 | ||||
www.lw.com
| ||||
FIRM / AFFILIATE OFFICES | ||||
Austin | Moscow | |||
Beijing | Munich | |||
Boston | New York | |||
Brussels | Orange County | |||
March 10, 2022 | Century City | Paris | ||
Chicago | Riyadh* | |||
Dubai | San Diego | |||
Düsseldorf | San Francisco | |||
Frankfurt | Seoul | |||
Hamburg | Shanghai | |||
Hong Kong | Silicon Valley | |||
Houston | Singapore | |||
London | Tel Aviv | |||
Los Angeles | Tokyo | |||
Madrid | Washington, D.C. | |||
Milan |
Aligos Therapeutics, Inc.
One Corporate Dr., 2nd Floor
South San Francisco, California 94080
Re: | Registration Statement on Form S-8; 2,561,413 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 an aggregate of 2,561,413 shares of common stock of the Company, par value $0.0001 per share (the Shares), issuable under the Companys 2020 Incentive Award Plan (the 2020 Plan) and 2020 Employee Stock Purchase Plan (the ESPP and together with the 2020 Plan, the Plans).
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 March 10, 2022 (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 prospectuses, 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.
March 10, 2022
Page 2
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 Plans, assuming in each case that the individual issuances, grants or awards under the Plans 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 Plans (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 |
Exhibit 23.2
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 Incentive Award Plan and 2020 Employee Stock Purchase Plan of Aligos Therapeutics, Inc. of our report dated March 10, 2022, with respect to the consolidated financial statements of Aligos Therapeutics, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Redwood City, California
March 10, 2022
Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
Aligos Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum |
Maximum Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Common stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
2,134,511(2) | $2.38(3) | $5,069,463.63 | $0.0000927 | $469.94 | |||||||
Equity | Common stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
426,902(4) | $2.38(3) | $1,013,892.25 | $0.0000927 | $93.99 | |||||||
Total Offering Amounts | $6,083,355.88 | $563.93 | ||||||||||||
Total Fee Offsets | $-(5) | |||||||||||||
Net Fee Due | $563.93 |
(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 Registrants Common Stock (Common Stock) that become issuable under the Registrants 2020 Incentive Award Plan (the 2020 Plan) and the Registrants 2020 Employee Stock Purchase Plan (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 automatically added to the shares authorized for issuance under the 2020 Plan on January 1, 2022 pursuant to an evergreen provision contained in the 2020 Plan. Pursuant to such provision, the number of shares of Common Stock reserved for issuance pursuant to awards under such plan are increased on the first day of each year beginning in 2021 and ending in 2030 equal to the lesser of (A) five percent of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Registrants Board; provided, however, that no more than 32,672,731 shares of stock may be issued upon the exercise of incentive stock options. |
(3) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $2.38 per share, which is the average of the high and low prices of Common Stock on March 4, 2022, as reported on the Nasdaq Global Select Market. |
(4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP on January 1, 2022 pursuant to an evergreen provision contained in the ESPP. Pursuant to such provision, the number of shares of Common Stock reserved for issuance under such plan are increased on the first day of each year beginning in 2021 and ending in 2030 equal to the lesser of (A) one percent of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Registrants Board; provided, however, no more than 6,534,546 shares of stock may be issued under the ESPP. |
(5) | The Registrant does not have any fee offsets. |