As filed with the Securities and Exchange Commission on February 26, 2025
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Mirum Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| Delaware | | 83-1281555 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
989 East Hillsdale Boulevard, Suite 300 Foster City, California | |
94404 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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2019 Equity Incentive Plan 2019 Employee Stock Purchase Plan
(Full titles of the plans)
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Christopher Peetz
Chief Executive Officer
Mirum Pharmaceuticals, Inc.
989 East Hillsdale Boulevard
Suite 300
Foster City, California 94404 (650) 667-4085
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Jason L. Kent Julia R. Boesch
Cooley LLP
55 Hudson Yards
New York, New York
(212) 479-6000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Mirum Pharmaceuticals, Inc. (the “Registrant”) for the purpose of registering (i) 2,416,904 additional shares of the Registrant’s common stock, par value $0.0001 (“Common Stock”), under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”), pursuant to the provisions of the 2019 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2019 Plan and (ii) 483,380 additional shares of the Registrant’s Common Stock under the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”), pursuant to the provisions of the 2019 ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2019 ESPP.
These additional shares of Common Stock are securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant previously registered shares of Common Stock for issuance under the 2019 Plan and the 2019 ESPP pursuant to (i) a Registration Statement on Form S-8 (File No. 333-233502) filed with the Securities and Exchange Commission (the “Commission”) on August 28, 2019, (ii) a Registration Statement on Form S-8 (File No. 333-238086) filed with the Commission on May 7, 2020, (iii) a Registration Statement on Form S-8 (File No. 333-254043) filed with the Commission on March 9, 2021, (iv) a Registration Statement on Form S-8 (File No. 333-263397) filed with the Commission on March 9, 2022, (v) a Registration Statement on Form S-8 (File No. 333-270399) filed with the Commission on March 9, 2023 and (vi) a Registration Statement on Form S-8 (File No. 333-278011) filed with the Commission on March 15, 2024 (collectively, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference. The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
(a)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 26, 2025 (the “2024 Annual Report); and (b)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38981) filed with the Commission on July 15, 2019 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date 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 of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless specifically stated to the contrary. 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 other subsequently filed document that 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.
The exhibits to this Registration Statement are listed below:
| | | | | | | | |
Exhibit Number | |
Description |
| 4.1 |
| |
| 4.2 |
| |
| 4.3 |
| |
| 5.1 | | |
| 23.1 | | |
| 23.2 | | |
| 24.1 | | |
| 99.1 |
| |
| 99.2 |
| |
| 107 |
| |
SIGNATURES
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 Foster City, State of California, on February 26, 2025.
| | |
| MIRUM PHARMACEUTICALS, INC. |
By: /s/ Christopher Peetz |
| Christopher Peetz |
| Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Peetz and Eric Bjerkholt, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his 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 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | |
| Signature | | Title | Date |
| /s/ Christopher Peetz | | Chief Executive Officer and Director (Principal Executive Officer) | February 26, 2025 |
| Christopher Peetz | | |
| /s/ Eric Bjerkholt | | Chief Financial Officer
(Principal Financial Officer) | February 26, 2025 |
| Eric Bjerkholt | | |
| /s/ Jody Howe | | Senior Vice President, Global Controller
(Principal Accounting Officer) | February 26, 2025 |
| Jody Howe | | |
| /s/ Laura Brege | | Director | February 26, 2025 |
| Laura Brege | | | |
| /s/ Lon Cardon, Ph.D. | | Director | February 26, 2025 |
| Lon Cardon, Ph.D. | | | |
| /s/ William C. Fairey | | Director | February 26, 2025 |
| William C. Fairey | | | |
| /s/ Laurent Fischer, M.D. | | Director | February 26, 2025 |
| Laurent Fischer, M.D. | | | |
| /s/ Michael Grey | | Director | February 26, 2025 |
| Michael Grey | | | |
| /s/ Patrick Heron | | Director | February 26, 2025 |
| Patrick Heron | | | |
| /s/ Saira Ramasastry, M.S., M.Phil. | | Director | February 26, 2025 |
| Saira Ramasastry, M.S., M.Phil. | | | |
| /s/ Timothy Walbert | | Director | February 26, 2025 |
| Timothy Walbert | | | |
