Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on August 1, 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
NEUROCRINE BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware						33-0525145
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)
6027 Edgewood Bend Court
San Diego, CA 92130
(Address of Principal Executive Offices)
Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan
(Full Title of the Plan)
Kevin C. Gorman, Ph.D.
Chief Executive Officer
Neurocrine Biosciences, Inc.
12780 El Camino Real
San Diego, CA 92130
(Name and Address of Agent for Service)
[phone]
(Telephone Number, Including Area Code, of Agent for Service)

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			Copies to:
Darin M. Lippoldt						Jason L. Kent, Esq.
Chief Legal Officer						Carlos A. Ramirez, Esq.
Neurocrine Biosciences, Inc.						Cooley LLP
12780 El Camino Real						10265 Science Center Drive
San Diego, CA 92130						San Diego, CA 92121
[phone]						[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. ☐

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INCORPORATION BY REFERENCE OF CONTENTS

OF REGISTRATION STATEMENTS ON FORM S-8

This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same benefit plan are effective. This Registration Statement on Form S-8 registers the offer and sale of an additional 3,635,000 shares of the Registrant’s common stock for issuance under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan (as amended and restated, the “2020 Plan”). The Registrant previously registered shares of its common stock for issuance under the 2020 Plan on August 3, 2020 (File No. 333-240301), August 4, 2022 (File No. 333-266530) and August 1, 2023 (File No. 333-273554). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

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ITEM 8.			EXHIBITS.
Exhibit						Description
3.1						Certificate of Incorporation, as amended. (1)
3.2						Bylaws, as amended. (2)
3.3						Certificate of Amendment of Bylaws. (3)
4.1						Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2						Form of Common Stock Certificate of the Registrant. (4)
5.1						Opinion of Cooley LLP.
23.1						Consent of Cooley LLP (included in Exhibit 5.1 filed herewith).
23.2						Consent of Independent Registered Public Accounting Firm.
24.1						Power of Attorney (included on the signature page hereto).
99.1						Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan, as amended and restated. (5)
107						Filing Fee Table
(1) Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2018.
(2) Incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2023.
(3) Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 28, 2024.
(4) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-03172).
(5) Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024.

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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 the City of San Diego, State of California, on August 1, 2024.

NEUROCRINE BIOSCIENCES, INC.

By:

/s/ Kevin C. Gorman

Kevin C. Gorman, Ph.D.

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints KEVIN C. GORMAN, PH.D., and DARIN LIPPOLDT, and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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.

Signature

Title

Date

/s/ Kevin C. Gorman

Chief Executive Officer and Director

August 1, 2024

Kevin C. Gorman, Ph.D.

(Principal Executive Officer)

/s/ Matthew C. Abernethy

Chief Financial Officer

August 1, 2024

Matthew C. Abernethy

(Principal Financial and Accounting Officer)

/s/ William H. Rastetter

Chairman of the Board of Directors

August 1, 2024

William H. Rastetter, Ph.D.

/s/ Gary A. Lyons

Director

August 1, 2024

Gary A. Lyons

/s/ Johanna Mercier

Director

August 1, 2024

Johanna Mercier

/s/ George J. Morrow

Director

August 1, 2024

George J. Morrow

/s/ Leslie V. Norwalk

Director

August 1, 2024

Leslie V. Norwalk

/s/ Christine A. Poon

Director

August 1, 2024

Christine A. Poon

/s/ Richard F. Pops

Director

August 1, 2024

Richard F. Pops

/s/ Shalini Sharp

Director

August 1, 2024

Shalini Sharp

/s/ Stephen A. Sherwin

Director

August 1, 2024

Stephen A. Sherwin, M.D.

0000914475NEUROCRINE BIOSCIENCES, INC.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00009144752024-08-012024-08-01000091447512024-08-012024-08-01

Exhibit 107

Calculation of Filing Fee Table

Form S-8

Neurocrine Biosciences, Inc.

Table 1 – Newly Registered Securities
			Security Type			Security Class Title			Fee Calculation Rule			Amount Registered(1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
Fees to be Paid			Equity			Common stock, $0.001 par value per share, 2020 Equity Incentive Plan			Other(2)			3,635,000(3)			$146.185(2)			$	531,382,475.00		0.0001476			$	78,432.05
			Total Offering Amounts															$	531,382,475.00					$	78,432.05
			Total Fee Offsets																					—
			Net Fee Due																					$	78,432.05
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of Neurocrine Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable. (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 146.185 per share of common stock, which represents the average of the high and low prices of the Registrant's common stock as reported on The Nasdaq Global Select Market on July 26, 2024. (3) Represents 3,635,000 additional shares of Registrant’s common stock that were added to the shares authorized for issuance under the 2020 Plan on May 22, 2024 pursuant to approval of the stockholders at the 2024 Annual Meeting of Stockholders.

    

Exhibit 5.1

Carlos A. Ramirez

[phone]

[e-mail]

August 1, 2024

Neurocrine Biosciences, Inc.

12780 El Camino Real

San Diego, CA 92130

Ladies and Gentlemen:

We have acted as counsel to Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S‑8 (the “Registration Statement”) with the Securities and Exchange Commission (the "Commission"), covering the offering of up to 3,635,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value, pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Plan, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP

By:			/s/ Carlos A. Ramirez
			Carlos A. Ramirez

10265 Science Center Drive, San Diego, CA 92121 T: [phone] F: [phone] www.cooley.com

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan (as amended and restated) of our reports dated February 9, 2024, with respect to the consolidated financial statements of Neurocrine Biosciences, Inc. and the effectiveness of internal control over financial reporting of Neurocrine Biosciences, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
San Diego, California
August 1, 2024

Submission	Aug. 01, 2024
Submission [Line Items]
Central Index Key	0000914475
Registrant Name	NEUROCRINE BIOSCIENCES, INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Aug. 01, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common stock, $0.001 par value per share, 2020 Equity Incentive Plan
Amount Registered | shares	3,635,000
Proposed Maximum Offering Price per Unit	146.185
Maximum Aggregate Offering Price	$ 531,382,475
Fee Rate	0.01476%
Amount of Registration Fee	$ 78,432.05
Offering Note	(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of Neurocrine Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable. (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 146.185 per share of common stock, which represents the average of the high and low prices of the Registrant's common stock as reported on The Nasdaq Global Select Market on July 26, 2024. (3) Represents 3,635,000 additional shares of Registrant’s common stock that were added to the shares authorized for issuance under the 2020 Plan on May 22, 2024 pursuant to approval of the stockholders at the 2024 Annual Meeting of Stockholders.

Fees Summary	Aug. 01, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 531,382,475
Total Fee Amount	78,432.05
Total Offset Amount	0
Net Fee	$ 78,432.05

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