SEC Form S-8 filed by United Therapeutics Corporation
$UTHR
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on July 30, 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
United Therapeutics Corporation
(Exact Name of Registrant as Specified in the Charter)
| Delaware | 52-1984749 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| 1000 Spring Street Silver Spring, MD | 20910 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
UNITED THERAPEUTICS CORPORATION
AMENDED AND RESTATED
2015 STOCK INCENTIVE PLAN
2015 STOCK INCENTIVE PLAN
(Full title of the plan)
Paul A. Mahon, Executive Vice President and General Counsel
United Therapeutics Corporation
1000 Spring Street
Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Stephen I. Glover, Esq.
Gibson, Dunn & Crutcher LLP
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
John S. Hess, Jr., Esq.
Executive Vice President and Deputy General Counsel
United Therapeutics Corporation
1735 Connecticut Avenue, N.W.
Washington, D.C. 20009
(202) 483-7000
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. ☐
INTRODUCTION
This Registration Statement on Form S-8 is being filed by United Therapeutics Corporation, a Delaware public benefit corporation (the “Company” or the “Registrant”), in accordance with General Instruction E to Form S-8 relating to 950,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible individuals under the Company’s Amended and Restated 2015 Stock Incentive Plan, which 950,000 shares are in addition to (a) 6,150,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-205309) filed with the Securities and Exchange Commission on June 29, 2015, (b) 2,900,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-225942) filed with the Securities and Exchange Commission on June 28, 2018, (c) 450,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-232906) filed with the Securities and Exchange Commission on July 31, 2019, (d) 500,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-240156) filed with the Securities and Exchange Commission on July 29, 2020, (e) 1,000,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-258434) filed with the Securities and Exchange Commission on August 4, 2021, (f) 500,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-266478) filed with the Securities and Exchange Commission on August 3, 2022, (g) 1,000,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-273590) filed with the Securities and Exchange Commission on August 2, 2023, and (h) 1,320,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-281117) filed with the Securities and Exchange Commission on July 31, 2024, in each case together with all exhibits filed therewith or incorporated therein by reference ((a), (b), (c), (d), (e), (f), (g), and (h) collectively, the “Prior Registration Statements”). Except as supplemented by the information set forth herein, the contents of the Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit No. | Description | ||||
* Filed herewith
[SIGNATURES ON THE NEXT PAGE]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company 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 Silver Spring, State of Maryland, on this 30th day of July, 2025.
| UNITED THERAPEUTICS CORPORATION | |||||
| By: | /s/ Martine A. Rothblatt | ||||
| Martine A. Rothblatt, Ph.D. | |||||
| Chairperson and Chief Executive Officer | |||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., James C. Edgemond and Paul A. Mahon, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act to register additional awards, and to file this Registration Statement and any subsequent registration statement and all amendments thereto, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such 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 and about the premises, as fully to all intents and purposes as he or she might or could do, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| Name | Title | Date | ||||||||||||||||||
| /s/ Martine A. Rothblatt | Chairperson and Chief Executive Officer (Principal Executive Officer) | July 30, 2025 | ||||||||||||||||||
| Martine A. Rothblatt, Ph.D. | ||||||||||||||||||||
| /s/ James C. Edgemond | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | July 30, 2025 | ||||||||||||||||||
| James C. Edgemond | ||||||||||||||||||||
| /s/ Christopher Causey | Director | July 30, 2025 | ||||||||||||||||||
| Christopher Causey | ||||||||||||||||||||
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| Director | ||||||||||||||||||||
| Raymond Dwek | ||||||||||||||||||||
| /s/ Richard Giltner | Director | July 30, 2025 | ||||||||||||||||||
| Richard Giltner | ||||||||||||||||||||
| /s/ Ray Kurzweil | Director | July 30, 2025 | ||||||||||||||||||
| Ray Kurzweil | ||||||||||||||||||||
| /s/ Jan Malcolm | Director | July 30, 2025 | ||||||||||||||||||
| Jan Malcolm | ||||||||||||||||||||
| /s/ Linda Maxwell | Director | July 30, 2025 | ||||||||||||||||||
| Linda Maxwell | ||||||||||||||||||||
| /s/ Nilda Mesa | Director | July 30, 2025 | ||||||||||||||||||
| Nilda Mesa | ||||||||||||||||||||
| /s/ Judy Olian | Director | July 30, 2025 | ||||||||||||||||||
| Judy Olian | ||||||||||||||||||||
| /s/ Christopher Patusky | Director | July 30, 2025 | ||||||||||||||||||
| Christopher Patusky | ||||||||||||||||||||
| Director | ||||||||||||||||||||
| Louis Sullivan | ||||||||||||||||||||
| /s/ Tommy Thompson | Director | July 30, 2025 | ||||||||||||||||||
| Tommy Thompson | ||||||||||||||||||||
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