As filed with the Securities and Exchange Commission on November 9, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATARA BIOTHERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 2836 | | 46-0920988 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
611 Gateway Blvd., Suite 900
South San Francisco, CA 94080
(650) 278-8930
(Address, including zip code and telephone number, of Registrant’s principal executive offices)
Atara Biotherapeutics, Inc. 2018 Inducement Plan
Pascal Touchon
Chief Executive Officer
611 Gateway Blvd., Suite 900
South San Francisco, California 94080
(650) 278-8930
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
| | |
Utpal Koppikar Chief Financial Officer 611 Gateway Blvd., Suite 900 South San Francisco, California 94080 (650) 278-8930 | | Carlton Fleming Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
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. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of Securities to be Registered | | Amount to be Registered (1) | | Proposed Maximum Offering Price per Share (2) | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Common Stock, $0.0001 par value per share | | | | | | | | |
– Atara Biotherapeutics, Inc. 2018 Inducement Plan | | 1,500,000(3) | | $12.62 | | $18,930,000.00 | | $2,066.00 |
Total | | 1,500,000 | | | | $18,930,000.00 | | $2,066.00 |
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “Common Stock”) that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock, as applicable. |
| (2) | Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $12.62 per share, the average of the high and low prices of the Common Stock on November 2, 2020 as reported on The Nasdaq Global Select Market. |
| (3) | Represents shares of Common Stock that were added to the shares authorized for issuance under the Registrant’s 2018 Inducement Plan (the “Inducement Plan”). On September 18, 2020, the Compensation Committee of the Board (the “Compensation Committee”) of the Registrant approved an amendment to the Registrant’s Inducement Plan to provide for the reservation of an additional 1,500,000 shares of Common Stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Registrant (or following a bona fide period of non-employment with the Registrant, as an inducement material to the individual’s entry into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Rule 5635(c)(4)”). The Inducement Plan was approved by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4). |
