As filed with the U.S. Securities and Exchange Commission on August 10, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATYR PHARMA, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer |
10240 Sorrento Valley Road, Suite 300
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
ATYR PHARMA, INC. 2015 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Sanjay S. Shukla, M.D., M.S.
President, Chief Executive Officer and Director
10240 Sorrento Valley Road, Suite 300
San Diego, CA 92121
(858) 731-8389
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
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.
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
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Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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| 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.
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement of aTyr Pharma, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously registered shares of its Common Stock for issuance under the aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2015 (File No. 333-203955), April 1, 2016 (File No. 333-210543), March 22, 2017 (File No. 333-216880), March 23, 2018 (File No. 333-223865), May 20, 2019 (File No. 333-231594), August 18, 2020 (File No. 333-248090), May 14, 2021 (File No. 333- 256145) and May 11, 2022 (File No. 333-264866) (the “Prior Registration Statements”).
Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements and the description of the Registrant’s Common Stock which is contained in a Registration Statement on Form 8-A filed with the Commission on May 6, 2015 (File No. 001-37378) under Section 12(b) of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on March 14, 2023.
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Item 8. Exhibits.
The exhibits to this Registration Statement are listed below:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Diego, State of California, this 10th day of August, 2023.
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ATYR PHARMA, INC. |
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By: | /s/ Sanjay S. Shukla |
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| Sanjay S. Shukla, M.D., M.S. |
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| President, Chief Executive Officer and Director |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of aTyr Pharma, Inc., hereby severally constitute and appoint Sanjay S. Shukla, M.D., M.S. and Jill M. Broadfoot, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for their and in their name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement on Form S-8, 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 or necessary to be done in and about the premises, as full 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 or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated below.
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Signature | Title | Date | ||
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/s/ Sanjay S. Shukla | President, Chief Executive Officer and Director | August 10, 2023 | ||
Sanjay S. Shukla, M.D., M.S. | (Principal Executive Officer) |
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/s/ Jill M. Broadfoot | Chief Financial Officer | August 10, 2023 | ||
Jill M. Broadfoot | (Principal Financial and Accounting Officer) |
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/s/ John K. Clarke | Chairman of the Board and Director | August 10, 2023 | ||
John K. Clarke |
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/s/ Jane A. Gross | Director | August 10, 2023 | ||
Jane A. Gross, Ph.D. |
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/s/ Timothy P. Coughlin | Director | August 10, 2023 | ||
Timothy P. Coughlin |
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/s/ Svetlana Lucas | Director |
| August 10, 2023 | |
Svetlana Lucas, Ph.D. |
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/s/ Paul Schimmel | Director |
| August 10, 2023 | |
Paul Schimmel, Ph.D. |
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/s/ Sara L. Zaknoen | Director |
| August 10, 2023 | |
Sara L. Zaknoen, M.D. |
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