As filed with the Securities and Exchange Commission on January 5, 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
Harpoon Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 47-3458693 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) | |
611 Gateway Boulevard, Suite 400 South San Francisco, California | 94080 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
2022 Inducement Plan
(Full titles of the plans)
Julie Eastland
President and Chief Executive Officer
Harpoon Therapeutics, Inc.
611 Gateway Boulevard, Suite 400
South San Francisco, California 94080
(650) 443-7400
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Maggie Wong
Marianne Sarrazin
Alicia Tschirhart
Goodwin Procter LLP
Three Embarcadero Center
San Francisco, CA 94111
(415) 733-6000
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. ☐
PART I
EXPLANATORY NOTE AND GENERAL INSTRUCTION E INFORMATION
Harpoon Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (i) 847,206 shares of common stock under the Harpoon Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) and (ii) 169,441 shares of common stock under the Harpoon Therapeutics, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”). The registration of additional shares under the 2019 Plan and ESPP are pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of common stock reserved for issuance under each respective plan.
In addition, the Registrant is registering 350,500 additional shares of common stock reserved for future grant to eligible persons under the Harpoon Therapeutics, Inc. 2022 Inducement Plan (the “Inducement Plan”).
The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 of the Registrant relating to the same employee benefit plans set forth herein are effective. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the registration statements on Form S-8 relating to (i) the 2019 Plan and the ESPP filed by the Registrant with the Securities and Exchange SEC (the “SEC”) on March 27, 2023 (File No. 333-270883), March 10, 2022 (File No. 333-263453), March 10, 2021 (File No. 333-254098), March 13, 2020 (File No. 333-237173) and February 8, 2019 (File No. 333-229592) and (ii) the Inducement Plan filed by the Registrant with the SEC on August 10, 2022 (File No. 333-266747).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the SEC (in each case excluding any information furnished and not filed according to applicable rules, such as information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K):
| (a) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 27, 2023; |
| (b) | the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 from its Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 27, 2023; |
| (c) | the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, filed with the SEC on May 11, 2023, August 9, 2023 and November 9, 2023, respectively; |
| (d) | the Registrant’s Current Reports on Form 8-K filed with the SEC on March 27, 2023 (except with respect to Item 2.02), March 31, 2023, June 23, 2023, September 1, 2023, September 13, 2023 (except with respect to Item 7.01), September 29, 2023, October 23, 2023, October 24, 2023, November 24, 2023 and November 28, 2023; and |
| (e) | the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38800) filed with the SEC on February 5, 2019, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any 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 constitute a part of this Registration Statement, except as so modified or superseded.
| Item 8. | Exhibits. |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 South San Francisco, State of California on January 5, 2024.
| Harpoon Therapeutics, Inc. | ||
| By: | /s/ Julie Eastland | |
| Julie Eastland | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julie Eastland and Frank Lanza, and each of them, as his or her true and lawful attorney-in-fact and agent, with the full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 and necessary to be done in connection therewith, as fully 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 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, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Julie Eastland Julie Eastland | President, Chief Executive Officer and Director (Principal Executive Officer) | January 5, 2024 | ||
/s/ Frank Lanza Frank Lanza | Corporate Controller (Principal Financial and Accounting Officer) | January 5, 2024 | ||
/s/ Scott Myers Scott Myers | Chairman of the Board of Directors | January 5, 2024 | ||
/s/ Joseph Bailes, M.D. Joseph Bailes, M.D. | Director | January 5, 2024 | ||
/s/ Mark Chin Mark Chin | Director | January 5, 2024 | ||
/s/ Jonathan Drachman, M.D. Jonathan Drachman, M.D. | Director | January 5, 2024 | ||
/s/ Ronald Hunt Ronald Hunt | Director | January 5, 2024 | ||
/s/ Andrew Robbins Andrew Robbins | Director | January 5, 2024 | ||
/s/ Lauren Silvernail Lauren Silvernail | Director | January 5, 2024 | ||
