S-8

As filed with the Securities and Exchange Commission on February 27, 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

 

 

VAXCYTE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-4233385

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

825 Industrial Road, Suite 300

San Carlos, California 94070

(Address of principal executive offices) (Zip code)

2020 Equity Incentive Plan

(Full titles of the plans)

Grant E. Pickering

Chief Executive Officer

Vaxcyte, Inc.

825 Industrial Road, Suite 300

San Carlos, California 94070

(650) 837-0111

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

 

 

Copies to:

Charles S. Kim

Mark Weeks

John T. McKenna

Cooley LLP

101 California Street, 5th Floor

San Francisco, California 94111

(415) 693-2000

 

 

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

Vaxcyte, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering 4,768,241 shares of its Common Stock issuable to eligible persons under the Registrant’s 2020 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 filed on June 12, 2020 (File No.  333-239135), March 29, 2021 (File No.  333-254824), February 28, 2022 (File No.  333-263093) and February  27, 2023 (File No. 333-270064) (together, the “Prior Registration Statements”).


PART II

 

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein. The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Securities and Exchange Commission (the “SEC”):

 

  (a)

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024;

 

  (b)

the Registrant’s Current Report on Form 8-K filed with the SEC on January  31, 2024; and

 

  (c)

The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-39323) filed with the SEC on June  9, 2020, as updated by Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 and any amendments or reports filed for the purpose of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities 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 the filing of such reports and documents. 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 subsequently filed document that also is 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.


Item 8

Exhibits.

 

Exhibit

Number

 

Exhibit Description

  4.1(1)   Amended and Restated Certificate of Incorporation.
  4.2(2)   Amended and Restated Bylaws.
  4.3(3)   Form of Registrant’s Common Stock Certificate.
  4.4(4)   Form of Pre-Funded Warrant.
  4.5(5)   Form of Pre-Funded Warrant.
  4.6(6)   Form of Pre-Funded Warrant.
  4.7(7)   Form of Pre-Funded Warrant.
  5.1   Opinion of Cooley LLP.
 23.1   Consent of Independent Registered Public Accounting Firm.
 23.2   Consent of Cooley LLP (reference is made to Exhibit 5.1).
 24.1   Power of Attorney (reference is made to the signature page hereto).
 99.1(8)   2020 Equity Incentive Plan.
 99.2(9)   Form of Stock Option Grant Notice and Stock Option Agreement.
 99.3(10)   Form of Restricted Stock Unit Grant Notice.
 99.4(11)   Form of Non-U.S. Stock Option Grant Notice and Stock Option Agreement.
 99.5(12)   Form of Non-U.S. Restricted Stock Unit Grant Notice.
107   Filing Fee Table.

 

(1)

Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39323), filed with the SEC on June 16, 2020, and incorporated herein by reference.

(2)

Filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39323), filed with the SEC on November 6, 2023, and incorporated herein by reference.

(3)

Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-238630), filed with the SEC on June 8, 2020, and incorporated herein by reference.

(4)

Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39323), filed with the SEC on January 13, 2022, and incorporated herein by reference.

(5)

Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39323), filed with the SEC on October 27, 2022, and incorporated herein by reference.

(6)

Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39323), filed with the SEC on April 20, 2023, and incorporated herein by reference.

(7)

Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39323), filed with the SEC on January 31, 2024, and incorporated herein by reference.

(8)

Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39323), filed with the SEC on August 8, 2023, and incorporated herein by reference.

(9)

Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39323), filed with the SEC on August 8, 2023, and incorporated herein by reference.

(10)

Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39323), filed with the SEC on May 9, 2022, and incorporated herein by reference.

(11)

Filed as Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K (File No. 001-39323), filed with the SEC on February 27, 2023, and incorporated herein by reference.

(12)

Filed as Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K (File No. 001-39323), filed with the SEC on February 27, 2023, and incorporated herein by reference.


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 Carlos, State of California, on February 27, 2024.

 

VAXCYTE, INC.
By:   /s/ Grant E. Pickering
  Grant E. Pickering
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Grant E. Pickering and Andrew Guggenhime, 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 their 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 all 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 connection therewith, 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 any of them, or his, her 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Grant E. Pickering

Grant E. Pickering

  

Chief Executive Officer and Director

(Principal Executive Officer)

  February 27, 2024

/s/ Andrew Guggenhime

Andrew Guggenhime

  

President and Chief Financial Officer

(Principal Financial Officer)

  February 27, 2024

/s/ Elvia Cowan

Elvia Cowan

  

Senior Vice President, Finance

(Principal Accounting Officer)

  February 27, 2024

/s/ Carlos Paya

Carlos Paya, M.D., Ph.D.

   Director   February 27, 2024

/s/ Annie Drapeau

Annie Drapeau

   Director   February 27, 2024

/s/ Halley Gilbert

Halley Gilbert

   Director   February 27, 2024

/s/ Peter Hirth

Peter Hirth, Ph.D.

   Director   February 27, 2024

/s/ Jacks Lee

Jacks Lee

   Director   February 27, 2024

/s/ Teri Loxam

Teri Loxam

   Director   February 27, 2024

/s/ Heath Lukatch

Heath Lukatch, Ph.D.

   Director   February 27, 2024
EX-5.1

Exhibit 5.1

 

LOGO

Mark B. Weeks

T: +1 650 843 5011

[email protected]

February 27, 2024

Vaxcyte, Inc.

825 Industrial Road, Suite 300

San Carlos, California 94070

Ladies and Gentlemen:

We have acted as counsel to Vaxcyte, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 4,768,241 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Plan, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

 

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843 5000 f: +1 650 849 7400 cooley.com


LOGO

Vaxcyte, Inc.

February 27, 2024

Page Two

 

Sincerely

 

Cooley LLP

By:   /s/ Mark Weeks
  Mark Weeks

 

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843 5000 f: +1 650 849 7400 cooley.com

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 27, 2024 relating to the financial statements of Vaxcyte, Inc. and the effectiveness of Vaxcyte, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Vaxcyte, Inc. for the year ended December 31, 2023.

 

/s/ Deloitte & Touche LLP

San Francisco, California

February 27, 2024

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

Vaxcyte, Inc.

Table 1: Newly Registered Securities

 

               
Security Type  

Security
Class

Title

  Fee
Calculation
Rule
  Amount to be
Registered(1)
  Proposed
Maximum
Offering
Price Per
Share(2)
 

Proposed

Maximum
Aggregate

Offering
Price(2)

 

Fee

Rate

  Amount of
Registration
Fee
               
Equity   Common Stock, par value $0.001 per share, 2020 Equity Incentive Plan   Other(2)   4,768,241(3)   $73.35   $349,750,477.35   0.00014760   $51,623.17
         
Total Offering Amounts     $349,750,477.35     $51,623.17
         
Total Fees Previously Paid        
         
Total Fee Offsets        
         
Net Fee Due               $51,623.17

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”), of Vaxcyte, Inc. (the “Registrant”) that become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)

Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $73.35, the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Stock Market on February 21, 2024.

(3)

Represents an automatic annual increase to the shares of Common Stock reserved for issuance equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, which annual increase is provided by the Registrant’s 2020 Equity Incentive Plan.