SEC Form S-8 filed by Kiniksa Pharmaceuticals International plc
As filed with the Securities and Exchange Commission on February 24, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Kiniksa Pharmaceuticals International, plc
(Exact name of registrant as specified in its charter)
| England and Wales | 98-1795578 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Kiniksa Pharmaceuticals International, plc
105 Piccadilly, Second Floor
London, W1J 7NJ
England, United Kingdom
(781) 431-9100
(Address of Principal Executive Offices) (Zip Code)
Kiniksa Pharmaceuticals
International, plc 2018 Incentive Award Plan
Kiniksa Pharmaceuticals International, plc 2018 Employee Share Purchase Plan
(Full title of the plan)
Kiniksa Pharmaceuticals Corp.
100 Hayden Avenue
Lexington, MA 02421
(Name and address for agent for service)
(781) 431-9100
(Telephone number, including area code, of agent for service)
Copies to:
Paul M. Kinsella
Marko S. Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
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 | x | 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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,051,742 Class A ordinary shares, nominal value $0.000273235 per share (“Class A ordinary shares”) of Kiniksa Pharmaceuticals International, plc (the “Registrant”) to be issued pursuant to the Registrant’s 2018 Incentive Award Plan (the “2018 Plan”) and an additional 110,000 Class A ordinary shares of the Registrant to be issued pursuant to the Registrant’s 2018 Employee Share Purchase Plan (the “2018 ESPP”). Registration Statements of the Registrant on Forms S-8 relating to the same employee benefit plans are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of the Registration Statements on Form S-8 with registration numbers listed below and, in each case, filed with the Securities and Exchange Commission (the “Commission”) relating to the 2018 Plan and the 2018 ESPP, are incorporated by reference herein.
| · | Reg. No. 333-285211, filed with the Commission on February 25, 2025; and |
| · | Reg. Nos. 333-277480, 333-270226, 333-262971, 333-253514, 333-237589, 333-225196, each as amended by a Post-Effective Amendment No. 1, filed with the Commission on June 28, 2024. |
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| 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, on this 24th day of February 2026.
| KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC | ||
| By: | /s/ Sanj K. Patel | |
| Sanj K. Patel | ||
| Chief Executive Officer and Chairman of the Board | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sanj K. Patel and Mark Ragosa, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Sanj K. Patel | Chief Executive Officer and Chairman of the Board of Directors | February 24, 2026 | ||
| Sanj K. Patel | (principal executive officer) | |||
| /s/ Mark Ragosa | Chief Financial Officer | February 24, 2026 | ||
| Mark Ragosa | (principal financial officer) | |||
| /s/ Michael R. Megna | Chief Accounting Officer | February 24, 2026 | ||
| Michael R. Megna | (principal accounting officer) | |||
| /s/ Felix J. Baker | Lead Independent Director | February 24, 2026 | ||
| Felix J. Baker | ||||
| /s/ Stephen R. Biggar | Director | February 24, 2026 | ||
| Stephen R. Biggar | ||||
| /s/ M. Cantey Boyd | Director | February 24, 2026 | ||
| M. Cantey Boyd | ||||
| /s/ G. Bradley Cole | Director | February 24, 2026 | ||
| G. Bradley Cole | ||||
| /s/ Richard S. Levy | Director | February 24, 2026 | ||
| Richard S. Levy | ||||
| /s/ Thomas R. Malley | Director | February 24, 2026 | ||
| Thomas R. Malley | ||||
| /s/ Tracey L. McCain | Director | February 24, 2026 | ||
| Tracey L. McCain | ||||
| /s/ Kimberly J. Popovits | Director | February 24, 2026 | ||
| Kimberly J. Popovits | ||||
| /s/ Barry D. Quart | Director | February 24, 2026 | ||
| Barry D. Quart |
U.S. AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the duly authorized representative in the United States of the Registrant has signed this registration statement, on this 24th day of February 2026.
| KINIKSA PHARMACEUTICALS CORP. | ||
| By: | /s/ Sanj K. Patel | |
| Sanj K. Patel | ||
| Chief Executive Officer | ||