Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on March 9, 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

---

GH Research PLC

(Exact Name of Registrant as specified in its charter)

Ireland		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	GH Research PLC Joshua Dawson House Dawson Street Dublin 2 D02 RY95 Ireland Tel: [phone]

(Address, including zip code, and telephone number, including area code, of Principal Executive Offices)

---

GH Research PLC Share Option Plan

(Full title of the plan)

---

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

Tel: [phone]

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

---

Copies to:

Adam Kaminsky

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

[phone]

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 ☐ (Do not check if a smaller reporting company)	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. ☐

---

---

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (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 on Form S-8 (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents are incorporated herein by reference:

 

(a) The annual report on Form 20-F of GH Research PLC (the “Registrant”) for the fiscal year ended December 31, 2022, filed with the Commission on March 9, 2023; and

(b) The description of the Registrant’s share capital which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-40530), dated June 22, 2021, including any amendments or supplements thereto.

 

In addition, all documents subsequently filed by the Registrant with the Commission 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 this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, 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. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or 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.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.

Indemnification of Directors and Officers.

 

To the fullest extent permitted by Irish law, the Registrant’s constitution (“Constitution”) confers an indemnity on the Registrant’s directors and officers. However, this indemnity is limited by the Irish Companies Act 2014 (the "Irish Companies Act"), which prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Act will be void under Irish law, whether contained in the company’s constitution or any contract between the company and the director or corporate secretary. This restriction does not apply to the Registrant’s executives who are not directors or other persons who would not be considered “officers” within the meaning of that term under the Irish Companies Act.

 

---

The Registrant’s Constitution also contains indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.

 

The Registrant maintains directors’ and officers’ liability insurance, as well as other types of insurance, for its directors, officers, employees and agents, which is permitted under the Constitution and the Irish Companies Act.

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

Exhibit Number
4	Constitution of GH Research PLC (incorporated herein by reference to Exhibit 1.1 of the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on March 9, 2023).
5	Opinion of A&L Goodbody LLP (filed herewith)
23.1	Consent of A&L Goodbody LLP (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers, an independent registered public accounting firm (filed herewith)
23.3	Consent of PricewaterhouseCoopers SA, an independent registered public accounting firm (filed herewith)
24	Powers of Attorney (included in the signature pages hereto)
99	GH Research PLC Share Option Plan (filed herewith)
107	Filing Fee Table

---

Item 9.

Undertakings.

 

(a)   The undersigned Registrant hereby undertakes:

 

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

(iii)  To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)   Insofar as indemnification of liabilities arising under the Securities Act may be permitted to directors or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

---

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on this 9^th day of March, 2023.

 

	GH Research PLC
	By:	/s/ Julie Ryan
	Name:	Julie Ryan
	Title:	Vice President, Finance

---

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Theis Terwey and Julie Ryan, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agent, 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 sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his 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/ Theis Terwey		Chief Executive Officer	March 9, 2023
Theis Terwey		(Principal Executive Officer)
/s/ Julie Ryan		Vice President, Finance	March 9, 2023
Julie Ryan		(Principal Financial Officer and Principal Accounting Officer)
/s/ Florian Schönharting		Director	March 9, 2023
Florian Schönharting
/s/ Michael Forer		Director	March 9, 2023
Michael Forer
/s/ Dermot Hanley		Director	March 9, 2023
Dermot Hanley
/s/ Duncan Moore		Director	March 9, 2023
Duncan Moore

---

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on March 9, 2023.

 

		Authorized U.S. Representative--Cogency Global Inc.
	By:
		/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title: Senior Vice-President on behalf of Cogency Global Inc.

 

---