As filed with the Securities and Exchange Commission on September 29, 2021
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 | | 46-0920988 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | |
611 Gateway Blvd., Suite 900 South San Francisco, CA | | 94080 |
| (Address of principal executive offices) | | (Zip Code) |
Atara Biotherapeutics, Inc. Second Amended and Restated 2018 Inducement Plan
(Full title of the plan)
Pascal Touchon
President and 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 Sidley Austin LLP 555 California Street, Suite 2000 San Francisco, California 94104 (415) 772-1200 |
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 (2) | | Amount of
registration fee |
Common Stock, $0.0001 par value per share (the “Common Stock”) | | | | | | | | |
—Atara Biotherapeutics, Inc. 2018 Inducement Plan | | 1,500,000 (3) | | $17.08 | | $25,620,000.00 | | $2,795.14 |
|
|
| (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 Common Stock of Atara Biotherapeutics, Inc. (the “Registrant”) 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) under the Securities Act solely for the purposes of calculating the amount of the registration fee, based on the average of the high and low sales prices of the Common Stock reported on The Nasdaq Stock Market LLC on September 24, 2021. |
| (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 21, 2021, the Board of Directors of the Registrant approved an amendment to the Inducement Plan to provide for the reservation of an additional 1,500,000 shares of Common Stock to be issued under the Inducement Plan. |
