PTGX Protagonist Therapeutics Inc

 

As filed with the Securities and Exchange Commission on February 21, 2025.

 

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PROTAGONIST THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware	2834	94-0505495
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

 

7707 Gateway Boulevard, Suite 140

Newark, California 94560

(510) 474-0170

(Address, including zip code and telephone number, of Registrant’s principal executive offices)

 

 

Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan

Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan

(Full title of the plans)

 

 

Dinesh V. Patel, Ph.D.

President and Chief Executive Officer

7707 Gateway Boulevard, Suite 140

Newark, California 94560

(510) 474-0170

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

 

 

Copies to:

Ryan Murr

Gibson, Dunn & Crutcher LLP

555 Mission Street

Suite 3000

San Francisco, California 94105

415-856-0620

 

 

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	x	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

 

Protagonist Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering (a) 2,441,405 shares of common stock, $0.00001 par value per share (the “Common Stock”), issuable to eligible persons under the Registrant’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”), which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on August 15, 2016 (File No. 333-213120), March 8, 2017 (File No. 333-216532), March 7, 2018 (File No. 333-223500), March 12, 2019 (File No. 333-230213), March 10, 2020 (File No. 333-237066), March 10, 2021 (File No. 333-254090), February 28, 2022 (File No. 333-263097), March 15, 2023 (File No. 333-270573), and February 27, 2024 (File No. 333-277405), and (b) 300,000 shares of Common Stock issuable to eligible persons under the Registrant’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”), which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on August 15, 2016 (File No. 333-213120), March 8, 2017 (File No. 333-216532), March 7, 2018 (File No. 333-223500), March 12, 2019 (File No. 333-230213), March 10, 2020 (File No. 333-237066), March 10, 2021 (File No. 333-254090), February 28, 2022 (File No. 333-263097), March 15, 2023 (File No. 333-270573), and February 27, 2024 (File No. 333-277405) (collectively, the “Prior Registration Statements”).

 

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2016 Plan and the 2016 ESPP are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

 

 

ITEM 8.

EXHIBITS

 

Exhibit Number		Description
4.1 (1)		Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc.
4.2 (2)		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc.
4.2 (3)		Amended and Restated Bylaws of Protagonist Therapeutics, Inc.
4.3 (4)		Specimen stock certificate evidencing the shares of common stock.
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
23.1*		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2*		Consent of independent registered public accounting firm.
24.1*		Power of Attorney (included on the signature page of this Form S-8).
99.1 (5)		Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan and forms of stock option grant notice, option agreement, notice of exercise, restricted stock unit grant notice and restricted stock unit agreement thereunder.
99.2 (6)		Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan.
107*		Calculation of Filing Fee Table.

 

(1)	Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-37852), filed with the Securities and Exchange Commission on August 16, 2016, and incorporated herein by reference.
(2)	Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37852), filed with the Securities and Exchange Commission on June 26, 2024, and incorporated herein by reference.
(3)	Filed as Exhibit 3.2(b) to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
(4)	Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
(5)	Filed as Exhibit 10.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
(6)	Filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
*	Filed herewith.

 

 

SIGNATURES

 

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 Newark, State of California, on this 21^st day of February, 2025.

 

PROTAGONIST THERAPEUTICS, INC.
By:	/s/ Dinesh V. Patel, Ph.D.
	Dinesh V. Patel, Ph.D.
	President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dinesh V. Patel, Ph.D. and Asif Ali, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, 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 to file the same, 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 connection therewith, as fully to all intents and purposes as 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, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

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

 

Signature		Title		Date
/s/ Dinesh V. Patel, Ph.D.		President, Chief Executive Officer and Director		February 21, 2025
Dinesh V. Patel, Ph.D.		(Principal Executive Officer)
/s/ Asif Ali		Chief Financial Officer		February 21, 2025
Asif Ali		(Principal Financial and Accounting Officer)
/s/ Harold E. Selick, Ph.D.		Chairman of the Board of Directors		February 21, 2025
Harold E. Selick, Ph.D.
/s/ Bryan Giraudo		Director		February 21, 2025
Bryan Giraudo
/s/ Sarah O’Dowd		Director		February 21, 2025
Sarah O’Dowd
/s/ William D. Waddill		Director		February 21, 2025
William D. Waddill
/s/ Lewis T. Williams, M.D., Ph.D.		Director		February 21, 2025
Lewis T. Williams, M.D., Ph.D.

 

 

 

Exhibit 5.1

 

 

 

February 21, 2025

 

Protagonist Therapeutics, Inc.
7707 Gateway Boulevard, Suite 140
Newark, California 94560

 

Re:

2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-8, (the “Registration Statement”) of Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 2,741,405 shares of the Company’s Common Stock, par value $0.00001 per share (the “Shares”). 2,441,405 of the Shares subject to the Registration Statement are reserved for issuance pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) and 300,000 of the Shares subject to the Registration Statement are reserved for issuance pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the “ESPP,” and, together with the 2016 Plan, the “Plans” and individually, a “Plan”).

 

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plans and of such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. We have also assumed that there are no agreements or understandings between or among the Company and any participants in one or more of the Plans that would expand, modify or otherwise affect the terms of any Plan or the respective rights or obligations of the participants thereunder.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor in accordance with the terms set forth in the applicable Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

 

Gibson, Dunn & Crutcher LLP
333 South Grand Avenue | Los Angeles, CA 90071-3197 | T: 213.229.7000 | F: 213.229.7520 | gibsondunn.com

 

 

 

 

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

/s/ Gibson, Dunn & Crutcher 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 Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan and the Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan of our reports dated February 21, 2025, with respect to the consolidated financial statements of Protagonist Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Protagonist Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

San Mateo, California
February 21, 2025

 

 

v3.25.0.1

Submission	Feb. 19, 2025
Submission [Line Items]
Central Index Key	0001377121
Registrant Name	Protagonist Therapeutics, Inc
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings	Feb. 19, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.00001 per share ("Common Stock") to be issued pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan (the "2016 Plan")
Amount Registered | shares	2,441,405
Proposed Maximum Offering Price per Unit	38.37
Maximum Aggregate Offering Price	$ 93,676,709.85
Fee Rate	0.01531%
Amount of Registration Fee	$ 14,341.90
Offering Note	In addition to the number of shares of the common stock, par value $0.00001 per share (the "Common Stock") of Protagonist Therapeutics, Inc. (the "Company" or "Registrant") stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of options and other rights to acquire Common Stock, that may be granted pursuant to the compensatory stock plans listed above. Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional securities that may from time to time be offered or issue in respect of the securities registered by this registration statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 Plan, on January 1, 2025 pursuant to an "evergreen" provision contained in the 2016 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2016 Plan automatically increases on January 1st of each year, starting on January 1, 2017 and continuing through (and including) January 1, 2026 by 4% of the total number of shares of the Registrant's capital stock outstanding on December 31st of the preceding fiscal year, or a lesser number of shares determined by the Registrant's board of directors (the "Board"). The "Proposed Maximum Offering Price Per Unit" and the "Maximum Aggregate Offering Price" are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock on The Nasdaq Global Market on February 18, 2025.
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock to be issued pursuant to future awards under the Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the "2016 ESPP")
Amount Registered | shares	300,000
Proposed Maximum Offering Price per Unit	38.37
Maximum Aggregate Offering Price	$ 11,511,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 1,762.33
Offering Note	In addition to the number of shares of the common stock, par value $0.00001 per share (the "Common Stock") of Protagonist Therapeutics, Inc. (the "Company" or "Registrant") stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of options and other rights to acquire Common Stock, that may be granted pursuant to the compensatory stock plans listed above. Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional securities that may from time to time be offered or issue in respect of the securities registered by this registration statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant's 2016 Employee Stock Purchase Plan (the "2016 ESPP") on January 1, 2025 pursuant to an "evergreen" provision contained in the 2016 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2016 ESPP automatically increases on January 1st of each year, starting on January 1, 2017 and continuing through (and including) January 1, 2026 by the lesser of: (i) 1% of the total number of shares of the Registrant's capital stock outstanding on December 31st of the preceding fiscal year, (ii) 300,000 shares, or (iii) such other number of shares determined by the Board. The "Proposed Maximum Offering Price Per Unit" and the "Maximum Aggregate Offering Price" are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock on The Nasdaq Global Market on February 18, 2025.

v3.25.0.1

Fees Summary	Feb. 19, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 105,187,709.85
Total Fee Amount	16,104.23
Total Offset Amount	0.00
Net Fee	$ 16,104.23

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