IDYA IDEAYA Biosciences Inc

As filed with the Securities and Exchange Commission on February 20, 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

IDEAYA Biosciences, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		47-4268251
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

7000 Shoreline Court, Suite 350 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

2019 Incentive Award Plan

2019 Employee Stock Purchase Plan

(Full Title of the Plan)

Yujiro Hata

President and Chief Executive Officer

IDEAYA Biosciences, Inc.

7000 Shoreline Court, Suite 350

South San Francisco, California 94080

(650) 443-6209

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

Copies to:

Mark V. Roeder, Esq.

Benjamin A. Potter, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Telephone: (650) 328-4600

Facsimile: (650) 463-2600

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 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,251,967 shares of common stock, par value $0.0001 per share (“common stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) issuable under the following employee benefit plans for which registration statements of the Registrant on Form S-8 (File Nos. 333-231784, 333-237362, 333-254617, 333-263657, 333-270334) are effective: (i) the IDEAYA Biosciences, Inc. 2019 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 2,601,574 shares of common stock and (ii) the IDEAYA Biosciences, Inc. Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 650,393 shares of common stock.

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, IDEAYA Biosciences, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

 

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the SEC on May 28, 2019 (File No. 333-231784), March 24, 2020 (File No. 333-237362), March 23, 2021 (File No. 333-254617), March 17, 2022 (File No. 333-263657) and March 7, 2023 (File No. 333-270334) are incorporated by reference herein; except for Item 8, which is being updated by this Registration Statement.

Item 3. Incorporation of Documents by Reference.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

	(a)	Our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024;
	(b)	Our Current Reports on Form 8-K filed with the SEC on January 12, 2024, January 16, 2024, January 19, 2024 and January 23, 2024;

 

	(c)	The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 14, 2023; and

 

	(d)	The description of the Registrant’s common stock contained in the Registrant’s “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934” filed as

---

		Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2023 and any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

Exhibit Index

Exhibit Number

Exhibit Description

Incorporated by Reference

Filed Herewith

Form

Date

Number

4.1

Amended and Restated Certificate of Incorporation.

8-K

5-28-19

3.1

4.2

Amended and Restated Bylaws.

8-K

5-28-19

3.2

4.3

Form of Common Stock Certificate.

S-1/A

5-13-19

4.2

5.1

Opinion of Latham & Watkins LLP.

X

23.1

Consent of Independent Registered Public Accounting Firm.

X

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

X

24.1

Power of Attorney. Reference is made to the signature page to the Registration Statement.

X

99.1(a)#

2019 Incentive Award Plan.

S-8

5-28-19

99.2

(a)

99.1(b)#

Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Incentive Award Plan.

S-1

5-13-19

10.5

(b)

99.1(c)#

Form of Restricted Stock Award Agreement under the 2019 Incentive Award Plan.

S-1

5-13-19

10.5

(c)

99.1(d)#

Form of Restricted Stock Unit Award Grant Notice under the 2019 Incentive Award Plan.

S-1

5-13-19

10.5

(d)

99.2#

2019 Employee Stock Purchase Plan.

S-8

5-28-19

99.3

107

Filing Fee Table

X

 

---

 

#	Indicates management contract or compensatory plan.

 

 

---

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, in South San Francisco, California, on this 20th day of February, 2024.

IDEAYA Biosciences, Inc.
By:		/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Yujiro Hata and Andres Ruiz Briseno, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his 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.

Signature		Title		Date
/s/ Yujiro Hata Yujiro Hata		President, Chief Executive Officer and Director (Principal Executive Officer)			February 20, 2024
/s/ Andres Ruiz Briseno Andres Ruiz Briseno.		SVP, Head of Finance and Investor Relations (Principal Financial and Accounting Officer)			February 20, 2024
/s/ Terry Rosen, Ph.D. Terry Rosen, Ph.D.		Chairman of the Board of Directors			February 20, 2024
/s/ Garret Hampton, Ph.D. Garret Hampton, Ph.D.		Director			February 20, 2024
/s/ Susan L. Kelley, M.D. Susan L. Kelley, M.D.		Director			February 20, 2024
/s/ Catherine Mackey, Ph.D. Catherine Mackey, Ph.D.		Director			February 20, 2024
/s/ Scott Morrison	Director			February 20, 2024
Scott Morrison

---

/s/ Jeffrey Stein, Ph.D.		Director		February 20, 2024
Jeffrey Stein, Ph.D.
/s/ Wendy Yarno		Director		February 20, 2024
Wendy Yarno

---

 

February 20, 2024

 

IDEAYA Biosciences, Inc.

7000 Shoreline Court, Suite 350

South San Francisco, CA 94080

Re: Registration Statement on Form S-8; 3,251,967 shares of Common Stock of IDEAYA Biosciences, Inc., par value $0.0001 per share

To the addressee set forth above:

We have acted as special counsel to IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate 3,251,967 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2019 Incentive Award Plan (the “2019 Plan”) and 2019 Employee Stock Purchase Plan (the “ESPP” and together with the 2019 Plan, the “Plans”).

The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 20, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.

---

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to 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 Act or the rules and regulations of the Commission thereunder.

Sincerely,

 

/s/ Latham & Watkins LLP

 

 

 

---

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of IDEAYA Biosciences, Inc. of our report dated February 20, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in IDEAYA Biosciences, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ PricewaterhouseCoopers LLP
San Jose, California
February 20, 2024

---

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

IDEAYA Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	2019 Incentive Award Plan Common Stock, par value $0.0001 per share	457(c) and 457(h)	2,601,574	$45.205 (2)	$117,604153	$0.0001476	$17,358
Equity	2019 Employee Stock Purchase Plan Common Stock, par value $0.0001 per share	457(c) and 457(h)	650,393	$45.205 (2)	$ 29,401,016	$0.0001476	$ 4,336
Total Offering Amounts				$45.205	$147,005,169		$21,698
Total Fee Offsets (3)							-
Net Fee Due							$21,698

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2019 Incentive Award Plan (the “Incentive Plan”) or the Registrant’s Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

 

 

(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s shares of Common Stock as reported on the Nasdaq Global Select Market on February 13, 2024, which date is within five business days prior to the filing of this Registration Statement.

(3) The Registrant does not have any fee offsets.

 

---

---