As filed with the Securities and Exchange Commission on March 18, 2020
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)
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Delaware
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36-4946844
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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142 Sansome Street, Second Floor
San Francisco, CA 94104
(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.
142 Sansome Street, Second Floor
San Francisco, CA 94104
(Name and address of agent for service)
(415) 500-4614
(Telephone number, including area code, of agent for service)
Copies to:
Ryan
A. Murr
Branden C. Berns
Gibson, Dunn & Crutcher, LLP
555 Mission Street
San
Francisco, CA 94105
(415) 393-8373
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered(1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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Amended and Restated 89bio, Inc. 2019 Equity Incentive Plan
(the “2019 Plan”)
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551,559
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$24.87(3)
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$13,717,273(3)
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$1,780.51
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89bio, Inc. 2019 Employee Stock Purchase Plan
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137,890
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$21.14(4)
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$2,914,995(4)
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$378.37
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Total
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689,449
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$2,158.88
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(1)
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In addition to the number of shares of the common stock, par value $0.001 per share (the “Common
Stock”) of 89bio, Inc. (the “Company” or “Registrant”) stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an
indeterminate number of options and other rights to acquire Common Stock, that may be granted pursuant to one of the compensatory stock plans listed above.
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(2)
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Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional
securities that may from time to time be offered or issued in respect of the securities registered by this registration statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and
any other securities with respect to which the outstanding shares are converted or exchanged.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)
under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on The Nasdaq Global Market on March 13, 2020.
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(4)
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Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457 under the Securities
Act, based upon a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on The Nasdaq Global Market on March 13, 2020, such discount representing the maximum permissible discount offered pursuant to such
plan.
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