As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
89bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 36-4946844 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
655 Montgomery Street, Suite 1500
San Francisco, CA 94111
(Address of Principal Executive Offices, Zip Code)
Amended and Restated 89bio, Inc. 2019 Equity Incentive Plan
89bio, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plans)
Rohan Palekar
Chief Executive Officer
89bio, Inc.
655 Montgomery Street, Suite 1500
San Francisco, CA 94111
(Name and address of agent for service)
(415) 432-9270
(Telephone number, including area code, of agent for service)
Copies to:
Ryan A. Murr
Branden C. Berns
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111
(415) 393-8200
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 is filed by 89bio, Inc. (the “Registrant”), relating to (i) 4,793,977 additional shares of its common stock, par value $0.001 per share (the “Common Stock”), available for issuance pursuant to the Amended and Restated 89bio, Inc. 2019 Equity Incentive Plan and (ii) 1,198,494 additional shares of Common Stock available for issuance pursuant to the 89bio, Inc. 2019 Employee Stock Purchase Plan. The information contained in the Registrant’s registration statements on Form S-8 filed on December 18, 2019 (SEC File No. 333-235577), March 18, 2020 (SEC File No. 333-237263), March 25, 2021 (SEC File No. 333-254683), March 24, 2022 (SEC File No. 333-263838), March 15, 2023 (SEC File No. 333-270544), and March 8, 2024 (SEC File No. 333-277764), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 February 27, 2025.
| 89bio, Inc. | ||
| By: | /s/ Rohan Palekar | |
| Name: | Rohan Palekar | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rohan Palekar and Ryan Martins, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
| Signature |
Title |
Date | ||
| /s/ Rohan Palekar Rohan Palekar |
Chief Executive Officer (Principal Executive Officer) |
February 27, 2025 | ||
| /s/ Ryan Martins Ryan Martins |
Chief Financial Officer (Principal Financial and Accounting Officer) |
February 27, 2025 | ||
| /s/ Steven Altschuler, M.D. Steven Altschuler, M.D. |
Director | February 27, 2025 | ||
| /s/ Martin Babler Martin Babler |
Director | February 27, 2025 | ||
| /s/ Derek DiRocco, Ph.D. Derek DiRocco, Ph.D. |
Director | February 27, 2025 | ||
| /s/ Michael Hayden, M.B., Ch.B, Ph.D. Michael Hayden, M.B., Ch.B, Ph.D. |
Director | February 27, 2025 | ||
| /s/ Kathleen D. LaPorte Kathleen D. LaPorte |
Director | February 27, 2025 | ||
| /s/ Charles A. McWherter, Ph.D. Charles A. McWherter, Ph.D. |
Director | February 27, 2025 | ||
| /s/ Edward Morrow Atkinson III Edward Morrow Atkinson III |
Director | February 27, 2025 | ||
| /s/ Lota Zoth Lota Zoth |
Director | February 27, 2025 | ||