BCEL

As filed with the U.S. Securities and Exchange Commission on March 29, 2023

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATRECA, INC.

(Exact name of registrant as specified in its charter)

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835 Industrial Road, Suite 400,

San Carlos, California 94070

(650) 595-2595

(Address of principal executive offices) (Zip code)

Atreca, Inc. 2019 Equity Incentive Plan

Atreca, Inc. 2019 Employee Stock Purchase Plan

Atreca, Inc. 2023 Inducement Plan

Non-Plan Inducement Stock Option Grant

(Full titles of the plans)

John A. Orwin

President and Chief Executive Officer

Atreca, Inc.

835 Industrial Road, Suite 400,

San Carlos, California 94070

(650) 595-2595

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

Copies to:

Michael E. Tenta

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

(650) 843-5000

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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.

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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. ◻

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EXPLANATORY NOTE

Atreca, Inc. (the “Registrant”) is filing this Registration Statement for the purpose of registering (a) an additional 1,562,695 shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Common Stock”) to be issued pursuant to the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) and (b) an additional 390,673 shares of Common Stock to be issued pursuant to the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). These shares being registered pursuant to this Registration Statement are the same class as, and in addition to, other securities for which earlier registration statements related to the 2019 Plan and 2019 ESPP were filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2019 (File No. 333-232278), March 11, 2020 (File No. 333-237090), February 26, 2021 (File No. 333-253577) and March 24, 2022 (File No. 333- 263804) (collectively, the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, and only with respect to the Common Stock issuable under the 2019 Plan and the 2019 ESPP, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, to the extent not superseded hereby.

The Registrant is also filing this Registration Statement with the Commission to register (a) 350,000 shares of Common Stock issuable upon the exercise of a non-statutory stock option, with an exercise price of $1.37 per share, granted to Philippe C. Bishop (the “Inducement Grant”) and (b) 1,000,000 shares of Common Stock to be issued pursuant to the Registrant’s 2023 Inducement Plan (the “Inducement Plan”).

The Inducement Grant has been granted outside of the 2019 Plan but remains subject to the terms and conditions of such 2019 Plan. The Inducement Grant was granted as an inducement material to Dr. Bishop entering into employment with the Registrant in accordance with the “inducement” grant exception under Nasdaq Listing Rule 5635(c)(4) (“Rule 5635(c)(4)”). The Inducement Grant is unvested and unexercisable as of the date of this Registration Statement.

On February 9, 2023 the Registrant’s board of directors adopted the Inducement Plan pursuant to which the Registrant reserved 1,000,000 shares of Common Stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Registrant, as an inducement material to the individual’s entry into employment with the Registrant within the meaning of Rule 5635(c)(4). The Inducement Plan provides for the grant of equity-based awards in the form of (i) incentive stock options, (ii) nonstatutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance stock awards, and (vii) other stock awards. The Inducement Plan was adopted by the Registrant’s board of directors without stockholder approval pursuant to Rule 5635(c)(4).

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

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PART II

ITEM 3.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

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Item 4. Description of Securities.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant’s amended and restated certificate of incorporation permits indemnification of the Registrant’s directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and officers and permit the Registrant to indemnify its employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

The Registrant has entered into indemnification agreements with its directors and executive officers, whereby it has agreed to indemnify its directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director, executive officer, employee or agent of the Registrant, provided that such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in, or not opposed to, the best interest of the Registrant. At present, there is no pending litigation or proceeding involving any of the directors or executive officers of the Registrant regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

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Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

The exhibits to this Registration Statement are listed below:

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ITEM 8.EXHIBITS

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Item 9. Undertakings.

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Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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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 City of San Carlos, State of California, on this 29th day of March, 2023.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John A. Orwin, Tito A. Serafini and Herbert Cross, 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 their name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, 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, 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 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 his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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