As filed with the Securities and Exchange Commission on March 12, 2024

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.

President and Chief Executive Officer

Aligos Therapeutics, Inc.

One Corporate Dr., 2^nd 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) 3,754,845 shares of its common stock, $0.0001 par value (the “Common Stock”), issuable to eligible employees, directors and consultants of the Registrant under the Registrant’s 2020 Incentive Award Plan (the “2020 Plan”) and (b) 750,969 shares of 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 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, March 23, 2021, Registration No. 333-254628, March 10, 2022, Registration No. 333-263447 and March 9, 2023, Registration No. 333-270417 (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, 2023, filed with the Commission on March 12, 2024; and

 

•

the description of the Registrant’s Common Stock which is registered under Section 12 of 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, 2023, filed with the SEC on March 12, 2024, 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

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

4.4

Form of Pre-Funded Warrant.

8-K

10/25/2023

4.1

4.5

Form of Common Warrant.

8-K

10/25/2023

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.

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 12^th day of March, 2024.

 

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 Director (Principal Executive Officer)		March 12, 2024
/s/ Lesley Ann Calhoun Lesley Ann Calhoun		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)		March 12, 2024
/s/ K. Peter Hirth K. Peter Hirth, Ph.D.		Director		March 12, 2024
/s/ Bridget Martell Bridget Martell, M.A., M.D.		Director		March 12, 2024
/s/ Jack B. Nielsen Jack B. Nielsen		Director		March 12, 2024
/s/ Carole Nuechterlein Carole Nuechterlein		Director		March 12, 2024
/s/ James Scopa James Scopa		Director		March 12, 2024