As filed with the Securities and Exchange Commission on August 6, 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
IDEAYA Biosciences, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-4268251 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
5000 Shoreline Court, Suite 300 South San Francisco, California | 94080 | |
| (Address of Principal Executive Offices) | (Zip Code) |
IDEAYA Biosciences, Inc. 2023 Employment
Inducement Award Plan
(Full Title of the Plan)
Yujiro Hata
President and Chief Executive Officer
IDEAYA Biosciences, Inc.
5000 Shoreline Court, Suite 300
South San Francisco, California 94080
(650) 443-6209
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark V. Roeder, Esq.
Benjamin A. Potter, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 1,000,000 shares of common stock, par value $0.0001 per share (“common stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) issuable under the IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan (as amended, the “Inducement Plan”), pursuant to which the Registrant reserved 1,000,000 shares of common stock. The additional shares registered pursuant to the Inducement Plan are of the same class as other securities relating to the Inducement Plan for which the Registration Statement on Form S-8 (File No. 333-270334) filed on March 7, 2023 is effective. The Inducement Plan was adopted and amended by the Registrant’s board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market.
Pursuant to Instruction E of Form S-8, the contents of the above referenced prior registration statement are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein, except for Item 8, which is being updated by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, IDEAYA Biosciences, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”
Item 3. Incorporation of Documents by Reference.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:
| (a) | Our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024; |
| (b) | Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed with the SEC on May 7, 2024 (as amended by our Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the period ended March 31, 2024, filed with the SEC on August 6, 2024) and August 6, 2024, respectively; |
| (c) | Our Current Reports on Form 8-K filed with the SEC on January 12, 2024, January 16, 2024, January 19, 2024, January 23, 2024, March 12, 2024, May 31, 2024, June 3, 2024, June 27, 2024, July 8, 2024, July 9, 2024 (only with respect to Item 8.01), July 11, 2024 and July 31, 2024; |
| (d) | The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 19, 2024; and |
| (e) | The description of the Registrant’s common stock contained in the Registrant’s “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934” filed as Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2023 and any amendments or reports filed for the purpose of updating such description. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
Exhibit Index
| Exhibit | Incorporated by Reference | Filed | ||||||||||||||||
| Number | Exhibit Description | Form | Date | Number | Herewith | |||||||||||||
| 4.1 | Amended and Restated Certificate of Incorporation. | 8-K | 5-28-19 | 3.1 | ||||||||||||||
| 4.2 | Amended and Restated Bylaws. | 8-K | 5-28-19 | 3.2 | ||||||||||||||
| 4.3 | Form of Common Stock Certificate. | S-1/A | 5-13-19 | 4.2 | ||||||||||||||
| 5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||||||||
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | X | ||||||||||||||||
| 24.1 | Power of Attorney. Reference is made to the signature page to the Registration Statement. | X | ||||||||||||||||
| 99.1(a)# | 2023 Employment Inducement Award Plan. | S-8 | 3-7-2023 | 99.3 | (a) | |||||||||||||
| 99.1(b)# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2023 Employment Inducement Award Plan. | S-8 | 3-7-2023 | 99.3 | (b) | |||||||||||||
| 99.1(c)# | Amendment, effective as of June 25, 2024, to the 2023 Employment Inducement Award Plan. | X | ||||||||||||||||
| 107 | Filing Fee Table. | X | ||||||||||||||||
| # | Indicates management contract or compensatory plan. |
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 South San Francisco, California, on this 6th day of August, 2024.
| IDEAYA Biosciences, Inc. | ||
| By: | /s/ Yujiro Hata | |
| Yujiro Hata | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Yujiro Hata and Andres Ruiz Briseno, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, 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/ Yujiro Hata Yujiro Hata | President, Chief Executive Officer and Director (Principal Executive Officer) | August 6, 2024 | ||
/s/ Andres Ruiz Briseno Andres Ruiz Briseno | SVP, Head of Finance and Investor Relations (Principal Financial and Accounting Officer) | August 6, 2024 | ||
/s/ Terry Rosen, Ph.D. Terry Rosen, Ph.D. | Chairman of the Board of Directors | August 6, 2024 | ||
/s/ Garret Hampton, Ph.D. Garret Hampton, Ph.D. | Director | August 6, 2024 | ||
/s/ Susan L. Kelley, M.D. Susan L. Kelley, M.D. | Director | August 6, 2024 | ||
/s/ Catherine Mackey, Ph.D. Catherine Mackey, Ph.D. | Director | August 6, 2024 | ||
/s/ Scott Morrison | Director | August 6, 2024 | ||
| Scott Morrison | ||||
/s/ Jeffrey Stein, Ph.D. | Director | August 6, 2024 | ||
| Jeffrey Stein, Ph.D. | ||||
/s/ Wendy Yarno | Director | August 6, 2024 | ||
| Wendy Yarno | ||||
