SEC Form S-8 filed by Sarepta Therapeutics Inc.
As filed with the Securities and Exchange Commission on August 6, 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
Sarepta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 93-0797222 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
215 First Street, Suite 415
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
Sarepta Therapeutics, Inc. 2018 Equity Incentive Plan, as amended
Sarepta Therapeutics, Inc. Amended and Restated 2013 Employee Stock Purchase Plan (as amended and restated on
June 27, 2016), as amended
(Full title of the plan)
Douglas S. Ingram
Chief Executive Officer
Sarepta Therapeutics, Inc.
215 First Street, Suite 415
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 274-4000
(Telephone number, including area code, of agent for service)
Copies to:
Paul M. Kinsella
William J. Michener
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 | ☒ | 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
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register an additional 4,300,000 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), for issuance under the 2018 Equity Incentive Plan, as amended, and an additional 300,000 shares of Common Stock for issuance under the Registrant’s Amended and Restated 2013 Employee Stock Purchase Plan (as amended and restated on June 27, 2016), as amended. This Registration Statement is being filed in accordance with General Instruction E to Form S-8 regarding registration of additional securities of the same class, and, pursuant to such instruction, the contents of the Registration Statement on Form S-8 (File No. 333-213002) filed with the Securities and Exchange Commission on August 9, 2016, the contents of the Registration Statement on Form S-8 (File No. 333-228719) filed with the Securities and Exchange Commission on December 7, 2018, the contents of the Registration Statement on Form S-8 (File No. 333-233715) filed with the Securities and Exchange Commission on September 11, 2019, the contents of the Registration Statement on Form S-8 (File No. 333-240996) filed with the Securities and Exchange Commission on August 5, 2020, the contents of the Registration Statement on Form S-8 (File No. 333-266461) filed with the Securities and Exchange Commission on August 2, 2022, the contents of the Registration Form on S-8 (File No. 333-273608) filed with the Securities and Exchange Commission on August 2, 2023, the content of the Post-Effective Amendment to Registration Statement on Form S-8 (File No. 333-240996) filed with the Securities and Exchange Commission on March 28, 2024, and the content of the Post-Effective Amendment to Registration Statement on Form S-8 (File No. 333-228719) filed with the Securities and Exchange Commission on March 28, 2024 are each incorporated herein by reference.
Item 8. Exhibits
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 Cambridge, Commonwealth of Massachusetts, on August 6, 2025.
| Sarepta Therapeutics, Inc. | ||
| By: | /s/ Douglas S. Ingram | |
| Douglas S. Ingram | ||
| Chief Executive Officer | ||
SIGNATURES AND POWERS OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Douglas S. Ingram, Ian M. Estepan and Cristin L. Rothfuss, and each of them singly, his or her true and lawful attorney-in-fact and agent 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 sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Sarepta Therapeutics, Inc., 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 full power and authority 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 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 below by the following persons in the capacities indicated below on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Douglas S. Ingram Douglas S. Ingram |
Chief Executive Officer, Director (Principal Executive Officer) |
August 6, 2025 | ||
| /s/ Ryan H. Wong Ryan H. Wong |
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
August 6, 2025 | ||
| /s/ M. Kathleen Behrens, Ph.D. M. Kathleen Behrens, Ph.D. |
Chairwoman of the Board | August 6, 2025 | ||
| /s/ Richard J. Barry Richard J. Barry |
Director | August 6, 2025 | ||
| /s/ Kathryn Boor, Ph.D. Kathryn Boor, Ph.D. |
Director | August 6, 2025 | ||
| /s/ Deirdre Connelly Deirdre Connelly |
Director | August 6, 2025 | ||
| /s/ Michael Chambers Michael Chambers |
Director | August 6, 2025 | ||
| /s/ Stephen L. Mayo, Ph.D. Stephen L. Mayo, Ph.D. |
Director | August 6, 2025 | ||
| /s/ Claude Nicaise, M.D. Claude Nicaise, M.D. |
Director | August 6, 2025 | ||
| /s/ Hans Wigzell, M.D., Ph.D. Hans Wigzell, M.D., Ph.D. |
Director | August 6, 2025 | ||