Structure Therapeutics (GPCR) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on March 8, 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

Structure Therapeutics Inc. 

(Exact name of registrant as specified in its charter)

Cayman Islands	98-1480821
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

601 Gateway Blvd., Suite 900 South San Francisco, CA	94080
(Address of Principal Executive Offices)	(Zip Code)

2023 Equity Incentive Plan 

2023 Employee Share Purchase Plan 

(Full titles of the plans)

Raymond Stevens, Ph.D. 

Chief Executive Officer 

Structure Therapeutics Inc. 

601 Gateway Blvd., Suite 900 

South San Francisco, CA 

650-457-1978 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Patrick Loofbourrow 

Carlos Ramirez 

Su Lian Lu 

Cooley LLP 

10265 Science Center Drive 

San Diego, California 92121 

(858) 550-6000

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	x	Smaller reporting company	x
Emerging growth company	x

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 by Structure Therapeutics Inc. (the “Registrant”) for the purpose of registering (i) an additional 5,568,838 ordinary shares of the Registrant, $0.0001 par value per share (“Ordinary Shares”) (an equivalent of 1,856,279 American Depositary Shares (“ADSs”), under the Registrant’s 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to the provisions of the 2023 Plan providing for an automatic increase in the number of Ordinary Shares reserved and available for issuance under the 2023 Plan, and (ii) an additional 1,392,210 Ordinary Shares (an equivalent of 464,070 ADSs), under the Registrant’s 2023 Employee Share Purchase Plan (the “2023 ESPP”) pursuant to the provisions of the 2023 ESPP providing for an automatic increase in the number of Ordinary Shares reserved and available for issuance under the 2023 ESPP, in each case on January 1, 2024.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a)	the contents of the Registration Statement on Form S-8 previously filed with the Commission on February 6, 2023 (File No, 333-269601);
(b)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Commission on March 8, 2024.
(c)	the description of the registrant's Ordinary Shares contained in the registrant's registration statement on Form 8-A (File No. 001-41608), filed with the Commission on January 30, 2023, including any amendments or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports or portions thereof furnished under Item 2.02 or Item 7.01 or any related Item 9.01 of Form 8-K and exhibits furnished on such form that relate to such items and other portions of documents that are furnished but not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the Commission, 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 offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing such reports and documents.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 which also is or is deemed to be incorporated by reference herein modifies or supersedes that 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

Exhibit Number	Description
4.1	Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41608) filed on February 7, 2023).
4.2	Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
4.3	Form of Deposit Agreement (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
4.4	Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3).
4.5	Amended and Restated Investors’ Rights Agreement, dated July 30, 2021, by and between the Registrant and the investors named therein (incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
5.1*	Opinion of Travers Thorp Alberga, regarding the validity of the ordinary shares being registered.
23.1*	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.3*	Consent of Travers Thorp Alberga (included in Exhibit 5.1).
24.1*	Powers of Attorney (included on the signature page).
99.1	Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-41608)).
99.2	Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (US) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.2	Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (Non-Employee Director) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.4	Form of Share Option Grant Notice, Share Option Agreement and Notice of Exercise (PRC) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.5	Form of Restricted Share Unit Award Grant Notice and Award Agreement (US) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.6	Form of Restricted Share Unit Award Grant Notice and Award Agreement (PRC) under the Structure Therapeutics Inc. 2023 Equity Incentive Plan. (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1, as amended (File No. 333-269200)).
99.7	Structure Therapeutics Inc. 2023 Employee Share Purchase Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-41608)).
107*	Filing Fee Table

* Filed herewith.

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 San Francisco, State of California, on March 8, 2024.

Structure Therapeutics Inc.

By:	/s/ Raymond Stevens, Ph.D.
	Raymond Stevens, Ph.D.
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Raymond Stevens, Ph.D. and Jun Yoon, and each of them, his or her true and lawful agents, proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in his or her 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 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done 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 may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Raymond Stevens, Ph.D.	Chief Executive Officer and Director	March 8, 2024
Raymond Stevens, Ph.D.	(Principal Executive Officer)
/s/ Jun Yoon	Chief Financial Officer	March 8, 2024
Jun Yoon	(Principal Financial and Accounting Officer)
/s/ Daniel Welch	Chairman	March 8, 2024
Daniel Welch
/s/ Eric Dobmeier	Director	March 8, 2024
Eric Dobmeier
/s/ Ramy Farid, Ph.D.	Director	March 8, 2024
Ramy Farid, Ph.D.
/s/ Ted W. Love, M.D.	Director	March 8, 2024
Ted W. Love, M.D.
/s/ Sharon Tetlow	Director	March 8, 2024
Sharon Tetlow
/s/ Joanne Waldstreicher, M.D.	Director	March 8, 2024
Joanne Waldstreicher, M.D.

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the duly authorized representative in the United States of Structure Therapeutics Inc., has signed this registration statement on March 8, 2024.

Authorized U.S. Representative
RAYMOND STEVENS, PH.D.
By:	/s/ Raymond Stevens, Ph.D.
	Raymond Stevens, Ph.D.
	Chief Executive Officer