tptx-s8.htm

As filed with the Securities and Exchange Commission on March 1, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Turning Point Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

46-3826166

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

10628 Science Center Drive, Ste. 200

San Diego, California

 

92121

(Address of Principal Executive Offices)

 

(Zip Code)

2019 Equity Incentive Plan

(Full title of the plan)

Athena Countouriotis, M.D.

President and Chief Executive Officer

Turning Point Therapeutics, Inc.

10628 Science Center Drive, Ste. 200

San Diego, California 92121

(858) 926-5251

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

Copies to:

Charles J. Bair, Esq.

James C. Pennington, Esq.

Cooley LLP

4401 Eastgate Mall

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

 

 

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.

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of securities

to be registered

 

Amount

to be

registered(1)

 

Proposed

maximum

offering price

per share(2)

 

Proposed

maximum

aggregate

offering price(2)

 

Amount of

registration fee

2019 Equity Incentive Plan
Common Stock, $0.0001 par value per share

 

1,947,141 shares(3)

 

$115.38

 

$224,661,128.58

 

$24,510.53

 

 

 

(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 the Registrant’s Common Stock (the “Common Stock”) that become issuable under the Turning Point Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

 

(2)

This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 26, 2021, as reported on The Nasdaq Global Select Market.

 

(3)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 Plan on January 1, 2021 pursuant to an “evergreen” provision contained in the 2019 Plan. Pursuant to such provision, on January 1st of each year and ending on (and including) January 1, 2029, the number of shares authorized for issuance under the 2019 Plan is automatically increased by an amount equal to the lesser of: (a) 4% of the total number of shares of the Registrant’s capital stock outstanding on December 31 of the preceding calendar year and (b) such lesser number of shares of Common Stock as the Registrant’s Board of Directors may designate prior to the applicable January 1st.



INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement is being filed for the purpose of increasing the number of 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 plan is effective.

The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on May 10, 2019 (File No. 333-231372) and March 18, 2020 (File No. 333-237250). 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.

 

 

 

Exhibit
Number

 

Description

 

 

4.1

 

Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 22, 2019, and incorporated by reference herein).

 

 

4.2

 

Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 22, 2019, and incorporated by reference herein).

 

 

4.3

 

Specimen Common Stock Certificate of the Registrant (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on April 8, 2019, and incorporated by reference herein).

 

 

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

 

Turning Point Therapeutics, Inc. 2019 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise (filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the SEC on April 8, 2019, and incorporated by reference herein).

 

*

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 San Diego, State of California, on March 1, 2021.

 

 

 

TURNING POINT THERAPEUTICS, INC.

 

 

By:

 

/s/ Athena Countouriotis

 

 

Athena Countouriotis, M.D.

 

 

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Athena Countouriotis, M.D. and Yi Larson 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 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 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 or his or her 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/ Athena Countouriotis

Athena Countouriotis, M.D.

 

President, Chief Executive Officer and Member of the Board of Directors

(Principal Executive Officer)

 

March 1, 2021

 

 

 

/s/ Yi Larson

Yi Larson

 

Chief Financial Officer

(Principal Financial Officer)

 

March 1, 2021

 

 

 

/s/ Brian Baker

Brian Baker, C.P.A.

 

SVP, Finance and Administration

(Principal Accounting Officer)

 

March 1, 2021

 

 

 

/s/ Sheila Gujrathi

Sheila Gujrathi, M.D.

 

Chair of the Board of Directors

 

March 1, 2021

 

 

 

/s/ Jacob M. Chacko

Jacob M. Chacko, M.D.

 

Member of the Board of Directors

 

March 1, 2021

 

 

 

/s/ Carol Gallagher

Carol Gallagher, Pharm.D.

 

Member of the Board of Directors

 

March 1, 2021

 

 

 

 

 

/s/ Simeon George

 

Member of the Board of Directors

 

March 1, 2021

Simeon George, M.D.

 

 

 

 

 

 

 

 

 

 


/s/ Patrick Machado

 

Member of the Board of Directors

 

March 1, 2021

Patrick Machado, J.D.

 

 

 

 

 

 

 

 

 

/s/ Garry Nicholson

 

Member of the Board of Directors

 

March 1, 2021

Garry Nicholson

 

 

 

tptx-ex51_23.htm

Exhibit 5.1

Charles J. Bair

+1 858 550 6142

cbair@cooley.com

 

March 1, 2021

Turning Point Therapeutics, Inc.

10628 Science Center Drive, Ste. 200

San Diego, CA 92121

Ladies and Gentlemen:

We have represented Turning Point Therapeutics, 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, covering the offering of up to 1,947,141 shares (the Shares) of the Company’s Common Stock, $0.0001 par value, reserved for issuance pursuant to the Company’s 2019 Equity Incentive Plan (the Plan).

In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the Plan, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and such other documents, records, certificates, memoranda and other 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 related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

 

 


 

 

Cooley LLP   4401 Eastgate Mall   San Diego, CA   92121
t: (858) 550-6000  f: (858) 550-6420  cooley.com

 

244451000 v3

 

 

 

 


 

 

 

 

Turning Point

March 1, 2021

Page 2

 

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

Cooley LLP

By:   /s/ Charles J. Bair

Charles J. Bair

 

 

 

Cooley LLP   4401 Eastgate Mall   San Diego, CA   92121
t: (858) 550-6000  f: (858) 550-6420  cooley.com

 

244451000 v3

 

 

 

 

tptx-ex231_6.htm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Equity Incentive Plan of Turning Point Therapeutics, Inc. of our reports dated March 1, 2021, with respect to the financial statements of Turning Point Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Turning Point Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

March 1, 2021