[S-8] AnaptysBio, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

AnaptysBio is registering 1,650,000 additional shares of its common stock to be available under the Amended and Restated 2017 Equity Incentive Plan following stockholder approval. The filing makes those shares available for future awards to employees and directors and incorporates prior S-8 registrations and related company filings on file with the SEC.

Positive

• Stockholder approval of the Amended and Restated 2017 Equity Incentive Plan is recorded in the filing.
• 1,650,000 additional shares of common stock are registered for issuance under the Amended Plan.

Negative

• None.

Insights

Financial Analyst

TL;DR Routine S-8 registration for equity awards; limited immediate financial impact but enables future compensation grants.

This filing registers 1,650,000 additional common shares under the company’s Amended and Restated 2017 Equity Incentive Plan after stockholder approval. Form S-8 registrations are standard administrative steps that allow the company to grant equity awards; the filing itself contains no new revenue, earnings or debt information and does not change reported financial results.

Corporate Governance Expert

TL;DR Shareholders approved an amended equity plan and the company completed routine SEC registration and governance steps.

The registration references stockholder approval of the Amended Plan and lists typical exhibits including the amended plan, charter and bylaws, legal opinion and auditor consent. The document also includes powers of attorney and signatures from the CEO, CFO and directors, reflecting standard governance procedures for implementing an equity compensation plan.

As filed with the Securities and Exchange Commission on August 6, 2025

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

ANAPTYSBIO, INC.

(Exact name of Registrant as specified in its charter)

Delaware

20-3828755

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

10770 Wateridge Circle, Suite 210

San Diego, CA 92121

(858) 362-6295

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2017 Amended and Restated Equity Incentive Plan

(Full title of the plans)

Daniel Faga

President and Chief Executive Officer

AnaptysBio, Inc.

10770 Wateridge Circle, Suite 210

San Diego, CA 92121

(858) 362-6295

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

Please send copies of all communications to:

Effie Toshav, Esq.
Ryan Mitteness, Esq.

Fenwick & West LLP

401 Union Street, Floor 5

Seattle, WA 98101

(206) 389-4510

______________________

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 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 any new or revised financial accounting standards provided pursuant to 7(a)(2)(B) of the Securities Act. [ ]

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, AnaptysBio, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,650,000 additional shares of the Registrant’s Common Stock under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (the “Amended Plan”), pursuant to stockholder approval of the Amended Plan on June 17, 2025.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on January 26, 2017 (Registration No. 333-215741), March 5, 2018 (Registration No. 333-223446), February 28, 2019 (Registration No. 333-229927), March 2, 2020 (Registration No. 333-236805), February 25, 2021 (Registration No. 333-253504), March 7, 2022 (Registration No. 333-263332), March 1, 2023 (Registration No. 333-270175), March 11, 2024 (Registration No. 333-277823) and August 5, 2024 (Registration No. 333-281246). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

(a)the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 27, 2025 pursuant to Section 13 of the Exchange Act;

(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and

(c)the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-37985) filed on January 17, 2017, under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit Number

Exhibit Description

Incorporated by Reference

Filed Herewith

Form

File No.

4.1

Amended and Restated Certificate of Incorporation of the Registrant

10-Q

001-37985

4.2

Second Amended and Restated Bylaws of the Registrant

8-K

001-37985

4.3

Form of Registrant’s Common Stock certificate

S-1

333-206849

4.4

Amended and Restated 2017 Equity Incentive Plan

8-K

001-37985

5.1

Opinion of Fenwick & West LLP

X

23.1

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

X

23.2

Consent of KPMG, independent registered public accounting firm

X

24.1

Power of Attorney

X

107

Filing Fee Table

X

II-1

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 the City of San Diego, State of California, on this 6th day of August, 2025.

AnaptysBio, Inc.

By: /s/ Daniel Faga

Daniel Faga
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of AnaptysBio, Inc., a Delaware corporation, do hereby constitute and appoint Daniel Faga, Dennis Mulroy and Eric Loumeau, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall 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 on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Daniel Faga

President, Chief Executive Officer and Director (Principal Executive Officer)

August 6, 2025

Daniel Faga

/s/ Dennis Mulroy

Chief Financial Officer (Principal Accounting and Financial Officer)

August 6, 2025

Dennis Mulroy

/s/ Dennis Fenton

Director

August 6, 2025

Dennis Fenton Ph.D.

/s/ Rita Jain

Director

August 6, 2025

Rita Jain, M.D

/s/ Magda Marquet

Director

August 6, 2025

Magda Marquet, Ph.D.

/s/ Oleg Nodelman

Director

August 6, 2025

Oleg Nodelman

/s/John Orwin

Director

August 6, 2025

John Orwin

/s/ Hollings Renton

Director

August 6, 2025

Hollings Renton

/s/ John Schmid

Director

August 6, 2025

John Schmid

/s/ J. Anthony Ware

Director

August 6, 2025

J. Anthony Ware, M.D.

FAQ

What did AnaptysBio (ANAB) register on this Form S-8?

AnaptysBio registered 1,650,000 additional shares of its common stock for issuance under its Amended and Restated 2017 Equity Incentive Plan.

Which equity plan will receive the newly registered shares?

The Amended and Restated 2017 Equity Incentive Plan is the plan under which the 1,650,000 additional shares are being registered.

When was the Amended Plan approved by stockholders?

Stockholder approval occurred on June 17, 2025, as stated in the registration statement.

Does this registration include the Part I information of Form S-8?

No. The filing states that the information specified by Part I of Form S-8 has been omitted in accordance with the Form S-8 instructions.

What exhibits are included with the registration statement?

Exhibits listed include the amended certificate of incorporation, bylaws, form of common stock certificate, the Amended and Restated 2017 Equity Incentive Plan, counsel opinion and consent, auditor consent, power of attorney and filing fee table.