As filed with the Securities and Exchange Commission on July 31, 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

United Therapeutics Corporation
(Exact Name of Registrant as Specified in the Charter)

Delaware52-1984749
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1000 Spring Street
Silver Spring, MD

20910
(Address of principal executive offices)(Zip Code)

UNITED THERAPEUTICS CORPORATION
AMENDED AND RESTATED
2015 STOCK INCENTIVE PLAN
(Full title of the plan)

Paul A. Mahon, Executive Vice President and General Counsel
United Therapeutics Corporation
1000 Spring Street
Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)

Copy to:

Stephen I. Glover, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500
John S. Hess, Jr., Esq.
Executive Vice President and Deputy General Counsel
United Therapeutics Corporation
1735 Connecticut Avenue, N.W.
Washington, D.C. 20009
(202) 483-7000

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. ☐


INTRODUCTION

This Registration Statement on Form S-8 is being filed by United Therapeutics Corporation, a Delaware public benefit corporation (the “Company” or the “Registrant”), in accordance with General Instruction E to Form S-8 relating to 1,320,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible individuals under the Company’s Amended and Restated 2015 Stock Incentive Plan, which 1,320,000 shares are in addition to (a) 6,150,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-205309) filed with the Securities and Exchange Commission on June 29, 2015, (b) 2,900,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-225942) filed with the Securities and Exchange Commission on June 28, 2018, (c) 450,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-232906) filed with the Securities and Exchange Commission on July 31, 2019, (d) 500,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-240156) filed with the Securities and Exchange Commission on July 29, 2020, (e) 1,000,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-258434) filed with the Securities and Exchange Commission on August 4, 2021, (f) 500,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-266478) filed with the Securities and Exchange Commission on August 3, 2022, and (g) 1,000,000 shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-8 (No. 333-273590) filed with the Securities and Exchange Commission on August 2, 2023, in each case together with all exhibits filed therewith or incorporated therein by reference ((a),(b), (c), (d), (e), (f), and (g) collectively, the “Prior Registration Statements”). Except as supplemented by the information set forth herein, the contents of the Prior Registration Statements are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.        Exhibits



* Filed herewith
1




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Silver Spring, State of Maryland, on this 31st day of July, 2024.

UNITED THERAPEUTICS CORPORATION
By:
/s/ Martine A. Rothblatt
Martine A. Rothblatt, Ph.D.
Chairperson and Chief Executive Officer
        
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., James C. Edgemond and Paul A. Mahon, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act to register additional awards, and to file this Registration Statement and any subsequent registration statement and all amendments thereto, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

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

Name   Title   Date
     
/s/ Martine A. Rothblatt Chairperson and Chief Executive Officer
(Principal Executive Officer)		 July 31, 2024
Martine A. Rothblatt, Ph.D.
/s/ James C. Edgemond Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)		 July 31, 2024
James C. Edgemond
/s/ Christopher Causey Director July 31, 2024
Christopher Causey
2

/s/ Raymond Dwek Director July 31, 2024
Raymond Dwek
/s/ Richard Giltner Director July 31, 2024
Richard Giltner
/s/ Ray Kurzweil Director July 31, 2024
Ray Kurzweil
/s/ Jan MalcolmDirectorJuly 31, 2024
Jan Malcolm
/s/ Linda MaxwellDirectorJuly 31, 2024
Linda Maxwell
/s/ Nilda MesaDirectorJuly 31, 2024
Nilda Mesa
/s/ Judy OlianDirectorJuly 31, 2024
Judy Olian
/s/ Christopher PatuskyDirectorJuly 31, 2024
Christopher Patusky
/s/ Louis SullivanDirectorJuly 31, 2024
Louis Sullivan
/s/ Tommy ThompsonDirectorJuly 31, 2024
Tommy Thompson


3
0001082554EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00010825542024-07-312024-07-31000108255412024-07-312024-07-31

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8
(Form Type)

United Therapeutics Corporation
(Exact Name of Registrant as Specified in its Charter)

TABLE 1 – NEWLY REGISTERED SECURITIES
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering Price(2)
Fee Rate
Amount of Registration Fee
Equity
Common Stock, par value $0.01 per share
457(a)(2)
1,320,000(3)
$334.305$441,282,600$147.60 per $1,000,000$65,133.31
Total Offering Amounts
$441,282,600$65,133.31
Total Fee Offsets
$0
Net Fee Due
$65,133.31

(1)     Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the common stock, par value $0.01 per share (“Common Stock”), of United Therapeutics Corporation (the “Company”) that may be issued under the amendment and restatement of the United Therapeutics Corporation 2015 Stock Incentive Plan (the “Plan”) as a result of any stock dividend, stock split, recapitalization or other similar transactions.

(2)    Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, the offering price and aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market for July 24, 2024.

(3)    Represents 1,320,000 shares of Common Stock reserved for issuance under the Plan.

1
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Exhibit 5.1

July 31, 2024

United Therapeutics Corporation
1000 Spring Street
Silver Spring, Maryland 20910

Re:    Proposed Offering of up to 1,320,000 Shares of Common Stock Pursuant to the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan
Ladies and Gentlemen:
    
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of United Therapeutics Corporation, a Delaware public benefit 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 1,320,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”). The Shares subject to the Registration Statement are to be issued under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the “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 such 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 the Plan that would expand, modify or otherwise affect the terms of the 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 Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

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.


Gibson, Dunn & Crutcher LLP
2029 Century Park East Suite 4000 | Los Angeles, CA 90067-3026 | T: 310.552.8500 | F: 310.551.8741 | gibsondunn.com
gdca.jpg
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.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP




Exhibit 23.1

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement (Form S-8), dated July 31, 2024, pertaining to the Amended and Restated 2015 Stock Incentive Plan of United Therapeutics Corporation of our reports dated February 21, 2024, with respect to the consolidated financial statements and schedule of United Therapeutics Corporation and the effectiveness of internal control over financial reporting of United Therapeutics Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP
 
Tysons, Virginia
July 31, 2024

v3.24.2
Submission
Jul. 31, 2024
Submission [Line Items]  
Central Index Key 0001082554
Registrant Name United Therapeutics Corporation
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.2
Offerings - Offering: 1
Jul. 31, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Rule 457(a) true
Security Type Equity
Security Class Title Common Stock, par value $0.01 per share
Amount Registered | shares 1,320,000
Proposed Maximum Offering Price per Unit 334.305
Maximum Aggregate Offering Price $ 441,282,600
Fee Rate 0.01476%
Amount of Registration Fee $ 65,133.31
Offering Note Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the common stock, par value $0.01 per share (“Common Stock”), of United Therapeutics Corporation (the “Company”) that may be issued under the amendment and restatement of the United Therapeutics Corporation 2015 Stock Incentive Plan (the “Plan”) as a result of any stock dividend, stock split, recapitalization or other similar transactions.Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, the offering price and aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market for July 24, 2024.Represents 1,320,000 shares of Common Stock reserved for issuance under the Plan.
v3.24.2
Fees Summary
Jul. 31, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 441,282,600
Total Fee Amount 65,133.31
Total Offset Amount 0
Net Fee $ 65,133.31
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