ATRA Atara Biotherapeutics Inc

As filed with the Securities and Exchange Commission on January 3, 2024

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATARA BIOTHERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

2380 Conejo Spectrum Street, Suite 200

Thousand Oaks, California 91320

(805) 623-4211

(Address, including zip code and telephone number, of Registrant’s principal executive offices)

Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan

Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan

Pascal Touchon

Chief Executive Officer

2380 Conejo Spectrum Street, Suite 200

Thousand Oaks, California 91320

(805) 623-4211

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

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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.

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

Atara Biotherapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering (a) an additional 5,322,349 shares of Common Stock, $0.0001 par value per share, of the Registrant (the “Common Stock”), issuable to eligible persons under the Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on October 21, 2014 (File No. 333-199508), Form S-8 filed on May 12, 2015 (File No. 333-204076), Form S-8 filed on March 4, 2016 (File No. 333-209961), Form S-8 filed on November 4, 2016 (File No. 333-214431), Form S-8 filed on August 7, 2017 (File No. 333-219763), Form S-8 filed on February 27, 2018 (File No. 333-223254), Form S-8 filed on February 26, 2019 (File No. 333-229861), Form S-8 filed on February 27, 2020 (File No. 333-236704), Form S-8 filed on March 1, 2021 (File No. 333-253734), Form S-8 filed on February 28, 2022 (File No. 333-263109) and Form S-8 filed on February 9, 2023 (File No. 333-269647) and (b) an additional 230,769 shares of Common Stock issuable to eligible persons under the Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan (the “2014 ESPP”), which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 October 21, 2014 (File No. 333-199508), Form S-8 filed on May 12, 2015 (File No. 333-204076), Form S-8 filed on March 4, 2016 (File No. 333-209961), Form S-8 filed on August 7, 2017 (File No. 333-219763), Form S-8 filed on February 27, 2018 (File No. 333-223254), Form S-8 filed on February 26, 2019 (File No. 333-229861), Form S-8 filed on February 27, 2020 (File No. 333-236704), Form S-8 filed on March 1, 2021 (File No. 333-253734), Form S-8 filed on February 28, 2022 (File No. 333-263109) and Form S-8 filed on February 9, 2023 (File No. 333-269647).

PART II

The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:

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 Thousand Oaks, State of California, on this 3rd day of January, 2024.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pascal Touchon and Eric Hyllengren, 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with 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, 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.

Exhibit 5.1

		SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX   AMERICA • ASIA PACIFIC • EUROPE

January 3, 2024

Atara Biotherapeutics, Inc.

2380 Conejo Spectrum Street, Suite 200

Thousand Oaks, California 91320

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (i) 5,322,349 shares of Common Stock which may be issued under the Atara Biotherapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and (ii) 230,769 shares of Common Stock which may be issued under the Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan (together with the 2014 Plan, the “Plans” and the aggregate shares of Common Stock to be registered under the Registration Statement, the “Registered Shares”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Second Amended and Restated Bylaws, the Plans, the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plans and the resolution adopted by the stockholders of the Company relating to the Plans. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.

Atara Biotherapeutics, Inc.

January 3, 2024

Page 2

Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to each Plan will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the applicable Plan; and (iii) certificates representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof) or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof) all in accordance with the applicable Plan.

This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 8, 2023 relating to the consolidated financial statements of Atara Biotherapeutics, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022.

/s/ Deloitte & Touche LLP

San Francisco, California

January 3, 2024

Exhibit 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

Atara Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities