As filed with the Securities and Exchange Commission on March 2, 2023

 

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, Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda   98-1327726
(State or other jurisdiction of incorporation or
organization)		   (I.R.S. Employer Identification No.)

 

 

Clarendon House

2 Church Street 

Hamilton HM11, Bermuda

(808) 451-3453 

(Address of Principal Executive Offices) (Zip Code)

 

Kiniksa Pharmaceuticals, Ltd. 2018 Incentive Award 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:

 

Johan V. Brigham

Latham & Watkins LLP 

200 Clarendon Street

Boston, Massachusetts 02116 

(617) 948-6000

 

 

 

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   x   Smaller reporting company   x
        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 2,787,900 Class A common shares of Kiniksa Pharmaceuticals, Ltd. (the “Registrant”) to be issued pursuant to the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”). Registration Statements of the Registrant on Forms S-8 relating to the same employee benefit plan 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 (Reg. Nos. 333-225196, 333-237589, 333-253514 and 333-262971) filed with the Securities and Exchange Commission relating to the 2018 Plan are incorporated by reference herein.

 

 

 

Item 8. Exhibits.

 

Number   Description
   
4.1   Amended and Restated Bye-Laws of the Registrant (incorporated by reference to Exhibit  3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38492) filed on May 29, 2018)
   
4.2   Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-224488) filed on April 27, 2018)
   
5.1+   Opinion of Conyers Dill & Pearman Limited, counsel to the Registrant
   
23.1+   Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
   
23.2+   Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
   
24.1+   Power of attorney (included on signature pages below)
   
99.1   Kiniksa Pharmaceuticals, Ltd. 2018 Incentive Award Plan, and the form of share option grant notice and option agreement, form of restricted share grant notice and restricted share agreement, and form of restricted share unit grant notice and restricted share unit agreement thereunder (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File. No. 001-38492) filed on May 4, 2020).
     
99.2   2018 Incentive Award Plan; Sub-Plan for UK Employees, and the form of share option grant notice for UK participants (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (Reg. No. 333-229394) filed on January 28, 2019)
     
99.3   Form of Restricted Share Unit Grant Notice for UK participants under the 2018 Incentive Award Plan; Sub-Plan for UK Employees (incorporated by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-237589) filed on April 7, 2020)

 

99.5   2018 Incentive Award Plan forms of share option grant notice and share option agreement for German participants, restricted share grant notice and restricted share agreement for German participants, and restricted share unit grant notice and restricted share unit agreement for German participants (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K (File No. 001-38492) filed on March 12, 2019)
     
107.1+   Filing Fee Table.

 

+ Filed herewith

 

 

 

SIGNATURES

 

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 2nd day of March, 2023.

 

  KINIKSA PHARMACEUTICALS, LTD.
     
  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

Sanj K. Patel 

  

Chief Executive Officer and Chairman of the Board

(principal executive officer)

   March 2, 2023
         

/s/ Mark Ragosa

Mark Ragosa

   SVP, Chief Financial Officer
(principal financial officer)  		   March 2, 2023
         

/s/ Michael R. Megna

Michael R. Megna

   Group VP, Finance and Chief Accounting Officer
(principal accounting officer)		   March 2, 2023
       

/s/ Felix J. Baker

Felix J. Baker 

   Lead Independent Director   March 2, 2023
         

/s/ Stephen R. Biggar

Stephen R. Biggar 

   Director   March 2, 2023
         

/s/ G. Bradley Cole

G. Bradley Cole 

   Director   March 2, 2023
         

/s/ Richard S. Levy

Richard S. Levy 

   Director   March 2, 2023
     

/s/ Thomas R. Malley

Thomas R. Malley 

   Director   March 2, 2023
     

/s/ Tracey L. McCain

Tracey L. McCain 

   Director   March 2, 2023
     

/s/ Kimberly J. Popovits

Kimberly J. Popovits 

   Director   March 2, 2023
     

/s/ Barry D. Quart

Barry D. Quart 

   Director   March 2, 2023

 

 

 

 

 

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 2nd day of March 2023.

 

  KINIKSA PHARMACEUTICALS CORP.
   
  By: /s/ Sanj K. Patel
    Sanj K. Patel
    Chief Executive Officer

 

 

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