SEC Form S-8 filed by Precision BioSciences Inc.
$DTIL
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
As filed with the Securities and Exchange Commission on December 30, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Precision BioSciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-4206017 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
302 East Pettigrew Street, Suite A-100 Durham, North Carolina | 27701 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Precision BioSciences, Inc. 2019 Incentive Award Plan, as Amended and Restated
Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan
(Full title of the plans)
Dario Scimeca
General Counsel & Secretary
Precision BioSciences, Inc.
302 East Pettigrew Street, Suite A-100
Durham, North Carolina 27701
(Name and address of agent for service)
(919) 314-5512
(Telephone number, including area code, of agent for service)
Copy to:
Peter N. Handrinos, Esq.
Nathan Ajiashvili, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 4,600,000 shares of the Registrant’s common stock, $0.000005 par value per share (the “Common Stock”), consisting of (i) 4,000,000 shares of Common Stock that may become issuable under the Precision BioSciences, Inc. 2019 Incentive Award Plan, as Amended and Restated (the “2019 Plan”) and (ii) 600,000 shares of Common Stock that became issuable under the Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan (as amended, the “Inducement Plan”). The additional shares registered pursuant to the 2019 Plan and the Inducement Plan are of the same class as other securities relating to the 2019 Plan and the Inducement Plan for which the Registration Statements on Form S-8 (File Nos. 333-230671, 333-259369, 333-267079, and 333-280618) filed on April 1, 2019, September 7, 2021, August 26, 2022, and July 1, 2024, respectively, are effective.
Pursuant to Instruction E of Form S-8, the contents of the above referenced prior registration statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein, except for Item 8, which is being updated by this Registration Statement.
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
| 4.1 | 8-K | 001-38841 | 3.1 | 04/01/2019 | ||||||||||||||||
| 4.2 | 8-K | 001-38841 | 3.1 | 02/13/2024 | ||||||||||||||||
| 4.3 | 10-Q | 001-38841 | 3.2 | 12/22/2023 | ||||||||||||||||
| 4.4 | S-1/A | 333-230034 | 4.1 | 03/18/2019 | ||||||||||||||||
| 5.1 | * | |||||||||||||||||||
| 23.1 | * | |||||||||||||||||||
| 23.2 | * | |||||||||||||||||||
| 24.1 | * | |||||||||||||||||||
| 99.1 | S-8 | 333-280618 | 99.1 | 7/1/2024 | ||||||||||||||||
| 99.2 | * | |||||||||||||||||||
| 107.1 | * | |||||||||||||||||||
* 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 Durham, State of North Carolina, on this 30th day of December, 2025.
| PRECISION BIOSCIENCES, INC. | ||||||||
| By: | /s/ Dario Scimeca | |||||||
Dario Scimeca General Counsel & Secretary | ||||||||
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Michael Amoroso, John Alexander Kelly, and Dario Scimeca, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his 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 all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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.
| Name | Title | Date | ||||||||||||
/s/ Michael Amoroso Michael Amoroso | President and Chief Executive Officer and Director (principal executive officer) | December 30, 2025 | ||||||||||||
/s/ John Alexander Kelly John Alexander Kelly | Chief Financial Officer (principal financial and accounting officer) | December 30, 2025 | ||||||||||||
| /s/ Melinda Brown | Director | December 30, 2025 | ||||||||||||
| Melinda Brown | ||||||||||||||
/s/ Kevin J. Buehler Kevin J. Buehler | Director | December 30, 2025 | ||||||||||||
/s/ Stanley R. Frankel Stanley R. Frankel, M.D. | Director | December 30, 2025 | ||||||||||||
/s/ Geno Germano Geno Germano | Director | December 30, 2025 | ||||||||||||
/s/ Shari Lisa Piré Shari Lisa Piré | Director | December 30, 2025 | ||||||||||||