As filed with the Securities and Exchange Commission on February 27, 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
Castle Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0701774 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
505 S. Friendswood Drive, Suite 401 Friendswood, Texas | 77546 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Castle Biosciences, Inc. 2019 Equity Incentive Plan
Castle Biosciences, Inc. 2019 Employee Stock Purchase Plan
(Full titles of the plans)
Derek J. Maetzold
President and Chief Executive Officer
Castle Biosciences, Inc.
505 S. Friendswood Drive, Suite 401
Friendswood, Texas 77546
(866) 788-9907
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq. Carlos Ramirez, Esq. 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 | o | Accelerated filer | x | |||||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | o | |||||||||||||||||
| Emerging growth company | o | |||||||||||||||||||
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. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Castle Biosciences, Inc. (the “Registrant”) for the purpose of registering (i) an additional 1,424,159 shares of the Registrant’s Common Stock, $0.001 par value per share (“Common Stock”), under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”), pursuant to the provisions of the 2019 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2019 Plan, and (ii) 284,831 additional shares of Common Stock under the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) pursuant to the provisions of the 2019 ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2019 ESPP, in each case on January 1, 2025.
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan and 2019 ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2019 (File No. 333-232884), March 10, 2020 (File No. 333-237062), March 11, 2021 (File No. 333-254179), February 28, 2022 (File No. 333-263094), February 28, 2023 (File No. 333-270141) and February 28, 2024 (File No. 333-277472). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
ITEM 8. EXHIBITS.
__________________________________
* 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 Friendswood, State of Texas, on February 27, 2025.
| CASTLE BIOSCIENCES, INC. | ||||||||
| By: | /s/ Derek J. Maetzold | |||||||
| Derek J. Maetzold | ||||||||
| President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Derek J. Maetzold and Frank Stokes, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 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 their substitute or 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.
Signature | Title | Date | ||||||
/s/ Derek J. Maetzold | President, Chief Executive Officer and Director | February 27, 2025 | ||||||
Derek J. Maetzold | (Principal Executive Officer) | |||||||
/s/ Frank Stokes | Chief Financial Officer | February 27, 2025 | ||||||
Frank Stokes | (Principal Financial and Accounting Officer) | |||||||
| /s/ Daniel M. Bradbury | Chairperson of the Board of Directors | February 27, 2025 | ||||||
| Daniel M. Bradbury | ||||||||
| /s/ Kimberlee S. Caple | Member of the Board of Directors | February 27, 2025 | ||||||
| Kimberlee S. Caple | ||||||||
| /s/ G. Bradley Cole | Member of the Board of Directors | February 27, 2025 | ||||||
| G. Bradley Cole | ||||||||
| /s/ Rodney Cotton | Member of the Board of Directors | February 27, 2025 | ||||||
| Rodney Cotton | ||||||||
| /s/ Ellen Goldberg | Member of the Board of Directors | February 27, 2025 | ||||||
| Ellen Goldberg | ||||||||
| /s/ Miles D. Harrison | Member of the Board of Directors | February 27, 2025 | ||||||
| Miles D. Harrison | ||||||||
| /s/ Tiffany P. Olson | Member of the Board of Directors | February 27, 2025 | ||||||
| Tiffany P. Olson | ||||||||