As filed with the Securities and Exchange Commission on March 17, 2022
Registration No.333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nkarta, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 47-4515206 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
(Address, including zip code, of Principal Executive Offices)
Nkarta, Inc. 2020 Performance Incentive Plan
Nkarta, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Paul J. Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
415-582-4923
(Name, address and telephone number, including area code, of agent for service)
COPY TO:
C. Brophy Christensen, Jr., Esq.
O’Melveny & Myers LLP
Two Embarcadero Center, 28th Floor
San Francisco, California 94111-3823
(415) 984-8700
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 ☐ |
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Non-accelerated filer ☑ |
| Smaller reporting company ☑ |
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| 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
The Registrant is filing this Registration Statement for the purpose of registering additional shares of Common Stock issuable pursuant to the Registrant’s 2020 Performance Incentive Plan and the Registrant’s Employee Stock Purchase Plan and consists only of those items required by General Instruction E to Form S-8.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. | Incorporation of Certain Documents by Reference |
The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
| (a) | The Company’s Registration Statement on Form S-8, filed with the Commission on August 3, 2020 and January 15, 2021 (Commission File Nos. 333-240309 and 333-252134, respectively). |
| (c) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 17, 2022 (Commission File No. 001-39370). |
| (e) | The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on July 2, 2020 as modified by the description of the Company’s Common Stock contained in Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (each, Commission File No. 001-39370), and any other amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is 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 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 amended, to constitute a part of this Registration Statement.
Item 5. | Interests of Named Experts and Counsel |
Not applicable.
Item 8. | Exhibits |
The exhibits to this Registration Statement are listed below.
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EXHIBIT INDEX
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| Incorporated by Reference |
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Exhibit Number |
| Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith |
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4.1 |
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| S-1/A |
| 333-239301 |
| 10.4 |
| 7/2/2020 |
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4.2 |
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| S-1/A |
| 333-239301 |
| 10.5 |
| 7/2/2020 |
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5.1 |
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| X | |
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23.1 |
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| X | |
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23.2 |
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24.1 |
| Power of Attorney (included on signature page thereto).
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107 |
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| X |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S8 and has duly caused this Form S-8 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 March 17, 2022.
NKARTA, INC. | ||
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By: |
| /s/ Paul J. Hastings |
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| Paul J. Hastings |
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| Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Paul J. Hastings and Nadir Mahmood, and each of them, acting individually and without the other, 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 his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 and about the premises, 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 either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ Paul J. Hastings |
| Chief Executive Officer and Director |
| March 17, 2022 |
Paul J. Hastings |
| (Principal Executive Officer) |
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/s/ Nadir Mahmood |
| Chief Financial and Business Officer |
| March 17, 2022 |
Nadir Mahmood, Ph.D. |
| (Principal Financial and Accounting Officer) |
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/s/ Tiba Aynechi |
| Director |
| March 17, 2022 |
Tiba Aynechi, Ph.D. |
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/s/ Fouad Azzam |
| Director |
| March 17, 2022 |
Fouad Azzam, Ph.D., MBA |
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/s/ Ali Behbahani |
| Director |
| March 17, 2022 |
Ali Behbahani, M.D., MBA |
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/s/ Michael Dybbs |
| Director |
| March 17, 2022 |
Michael Dybbs, Ph.D. |
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/s/ Simeon George |
| Director |
| March 17, 2022 |
Simeon George, M.D., MBA |
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/s/ Leone Patterson |
| Director |
| March 17, 2022 |
Leone Patterson, MBA |
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/s/ Zachary Scheiner |
| Director |
| March 17, 2022 |
Zachary Scheiner, Ph.D. |
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/s/ Laura Shawver |
| Director |
| March 17, 2022 |
Laura Shawver, Ph.D. |
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