SEC Form S-8 filed by Crinetics Pharmaceuticals Inc.
$CRNX
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on February 26, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CRINETICS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 26-3744114 | |||||||
| (State or Other Jurisdiction | (I.R.S. Employer Identification No.) | |||||||
| of Incorporation or Organization) | ||||||||
6055 Lusk Boulevard
San Diego, California 92121
(Address of principal executive offices) (Zip code)
Crinetics Pharmaceuticals, Inc. 2018 Incentive Award Plan
(Full title of the plan)
R. Scott Struthers
President and Chief Executive Officer
Crinetics Pharmaceuticals, Inc.
6055 Lusk Boulevard
San Diego, California 92121
(885) 450-6464
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
| James Krenn, Esq. Morrison & Foerster LLP 12531 High Bluff Drive San Diego, CA 92130 (858) 720-5100 | G. Scott Lesmes, Esq. Emily K. Beers, Esq. Morrison & Foerster LLP 2100 L Street NW, Suite 900 Washington, D.C. 20037 (202) 887-1500 | ||||
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. (Check one):
Large accelerated filer ý | 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. ¨
Proposed sales to take place as soon after the effective date of the Registration Statement as awards granted under the above-named plan are granted, exercised and/or distributed.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,778,774 shares of common stock of Crinetics Pharmaceuticals, Inc. (the “Registrant”) issuable or which may become issuable under the Crinetics Pharmaceuticals, Inc. 2018 Incentive Award Plan (the “2018 Plan”) pursuant to the evergreen provisions of such plan.
Pursuant to General Instruction E of Form S-8, the contents of the prior registration statements on Form S-8, File No. 333-226234, File No. 333-254883, File No. 333-264005, File No. 333-270125, File No. 333-277484 and File No. 333-285342, previously filed with respect to the 2018 Plan, are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this Registration Statement, Crinetics Pharmaceuticals, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”
Item 3. Incorporation of Documents by Reference
The Securities and Exchange Commission (“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)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026;
(b)The Registrant’s Current Reports on Form 8-K filed with the SEC on January 5, 2026, January 7, 2026 and January 26, 2026; and
(c)The description of the Registrant’s common stock set forth in the Registrant’s registration statement on Form 8-A12B (Registration No. 001-38583), filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 12, 2018, including any amendments or reports filed for the purpose of updating such description.
In addition, 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 de-registers 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 statements 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 contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is incorporated or 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.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC. Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits
| Incorporated by Reference | |||||||||||||||||||||||||||||||||||
Exhibit Number | Description | Form | Exhibit | Date Filed | File Number | Filed Herewith | |||||||||||||||||||||||||||||
| 3.1 | 8-K | 3.1 | 7/20/2018 | 001-38583 | |||||||||||||||||||||||||||||||
| 3.2 | 8-K | 3.1 | 12/12/2023 | 001-38583 | |||||||||||||||||||||||||||||||
| 4.1 | S-1/A | 4.1 | 7/9/2018 | 333-225824 | |||||||||||||||||||||||||||||||
| 5.1 | X | ||||||||||||||||||||||||||||||||||
| 10.1 | S-1/A | 10.3 | 7/9/2018 | 333-225824 | |||||||||||||||||||||||||||||||
| 10.2 | S-1/A | 10.4 | 7/9/2018 | 333-225824 | |||||||||||||||||||||||||||||||
| 10.3 | 10-K | 10.5 | 3/30/2022 | 001-38583 | |||||||||||||||||||||||||||||||
| 23.1 | X | ||||||||||||||||||||||||||||||||||
| 23.2 | X | ||||||||||||||||||||||||||||||||||
| 24.1 | X | ||||||||||||||||||||||||||||||||||
| 107 | X | ||||||||||||||||||||||||||||||||||
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 Diego, State of California, on February 26, 2026.
| CRINETICS PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ R. Scott Struthers, Ph.D. | |||||||
| Name: | R. Scott Struthers, Ph.D. | |||||||
| Title: | President and Chief Executive Officer | |||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints R. Scott Struthers, Ph.D. and Tobin Schilke, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 attorney-in-fact and agent, or his or her substitute, 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 date indicated.
| Name | Title | Date | ||||||||||||
| /s/ R. Scott Struthers, Ph.D. | President, Chief Executive Officer and Director | February 26, 2026 | ||||||||||||
| R. Scott Struthers, Ph.D. | (principal executive officer) | |||||||||||||
/s/ Tobin Schilke | Chief Financial Officer | February 26, 2026 | ||||||||||||
Tobin Schilke | (principal financial and accounting officer) | |||||||||||||
| /s/ Wendell Wierenga, Ph.D. | Chairman of the Board of Directors | February 26, 2026 | ||||||||||||
| Wendell Wierenga, Ph.D. | ||||||||||||||
| /s/ Camille Bedrosian, M.D. | Director | February 26, 2026 | ||||||||||||
| Camille Bedrosian, M.D. | ||||||||||||||
| /s/ Caren Deardorf | Director | February 26, 2026 | ||||||||||||
| Caren Deardorf | ||||||||||||||
| /s/ Matthew K. Fust | Director | February 26, 2026 | ||||||||||||
| Matthew K. Fust | ||||||||||||||
| /s/ Weston Nichols, Ph.D. | Director | February 26, 2026 | ||||||||||||
| Weston Nichols, Ph.D. | ||||||||||||||
| /s/ Stephanie Okey | Director | February 26, 2026 | ||||||||||||
| Stephanie Okey | ||||||||||||||
| /s/ Rogério Vivaldi Coelho, M.D. | Director | February 26, 2026 | ||||||||||||
| Rogério Vivaldi Coelho, M.D. | ||||||||||||||