SEC Form S-8 filed by Atea Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on August 7, 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
Atea Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 46-0574869 | |
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
225 Franklin Street, Suite 2100
Boston, MA 02110
Telephone: (857) 284-8891
(Address of principal executive offices) (Zip code)
Atea Pharmaceuticals, Inc. 2020 Incentive Award Plan
Atea Pharmaceuticals, Inc. 2020 Employee Stock Purchase Plan
(Full title of the plan)
Jean-Pierre Sommadossi, Ph.D.
President and Chief Executive Officer
Atea Pharmaceuticals, Inc.
225 Franklin Street, Suite 2100
Boston, MA 02110
Telephone: (857) 284-8891
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
With copies to:
Peter Handrinos
Jenna Cooper
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6000
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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 20,000,000 shares of the common stock of Atea Pharmaceuticals, Inc. (the “Registrant”), inclusive of 18,000,000 shares of common stock to be issued pursuant to the Atea Pharmaceuticals, Inc. 2020 Incentive Award Plan (“2020 Plan”) and 2,000,000 shares of common stock to be issued pursuant to the Atea Pharmaceuticals, Inc. 2020 Employee Stock Purchase Plan (“2020 ESPP”), and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-249780), filed with the Securities and Exchange Commission, relating to the 2020 Plan, the 2020 ESPP and the Atea Pharmaceuticals, Inc. 2013 Stock Incentive Plan, as amended, is incorporated herein by reference.
| Item 8. | Exhibits |
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, Commonwealth of Massachusetts, on August 7, 2025.
| ATEA PHARMACEUTICALS, INC. | ||
| By: | /s/ Jean-Pierre Sommadossi | |
| Jean-Pierre Sommadossi, Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Jean-Pierre Sommadossi, Ph.D., Andrea Corcoran and Wayne Foster, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, and to file the same, with exhibits and schedules 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 or desirable 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 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jean-Pierre Sommadossi, Ph.D. |
President, Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) |
August 7, 2025 | ||
| Jean-Pierre Sommadossi, Ph.D. | ||||
| /s/ Andrea Corcoran |
Chief Financial Officer and Executive Vice President, Legal and Secretary (principal financial officer) |
August 7, 2025 | ||
| Andrea Corcoran | ||||
| /s/ Wayne Foster |
Executive Vice President and Chief Accounting Officer (principal accounting officer) |
August 7, 2025 | ||
| Wayne Foster | ||||
| /s/ Jerome Adams, M.D., M.P.H. |
Director | August 7, 2025 | ||
| Jerome Adams, M.D., M.P.H. | ||||
| /s/ Franklin Berger |
Director | August 7, 2025 | ||
| Franklin Berger | ||||
| /s/ Howard Berman, Ph.D. |
Director | August 7, 2025 | ||
| Howard Berman, Ph.D. | ||||
| /s/ Barbara Duncan |
Director | August 7, 2025 | ||
| Barbara Duncan | ||||
| /s/ Arthur S. Kirsch |
Director | August 7, 2025 | ||
| Arthur S. Kirsch | ||||
| /s/ Bruno Lucidi |
Director | August 7, 2025 | ||
| Bruno Lucidi | ||||
| /s/ Polly A. Murphy, D.V.M, Ph.D. |
Director | August 7, 2025 | ||
| Polly A. Murphy, D.V.M., Ph.D. | ||||
| /s/ Bruce Polsky, M.D., M.A.C.P., F.I.D.S.A. |
Director | August 7, 2025 | ||
| Bruce Polsky, M.D. , M.A.C.P., F.I.D.S.A. | ||||