EXPLANATORY NOTE
This Registration Statement (the “Registration Statement”) registers an aggregate of 20,075,000 additional shares of common stock, par value
$0.001 per share (the “Common Stock”) of Plus Therapeutics, Inc. (the “Registrant”), consisting of (i) 20,000,000 shares of Common Stock issuable pursuant to the Fifth Amended and Restated Plus Therapeutics, Inc. 2020 Stock
Incentive Plan (the “2020 Stock Incentive Plan”), representing an increase of 20,000,000 shares of Common Stock reserved for issuance under the 2020 Stock Incentive Plan, as a result of an amendment thereto, which was adopted by the
board of directors (the “Board”) of the Registrant on July 17, 2025 and approved by the Registrant’s stockholders at the Annual Meeting of Stockholders held on August 7, 2025; and (ii) 75,000 shares of Common Stock
issuable pursuant to the Plus Therapeutics, Inc. 2015 New Employee Incentive Plan (as amended, the “2015 Plan”), representing an increase of 75,000 shares of Common Stock reserved for issuance under the 2015 Plan, as a result of an
amendment thereto, which was adopted by the Board on June 6, 2024. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Registrant’s
registration statements on Form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 15, 2016 (Registration
No. 333-210211), March 9, 2018 (Registration No. 333-223566), June 30, 2020 (Registration
No. 333-239548) and on August 23, 2024 (Registration No. 333-281758) are incorporated by reference and made part of this Registration Statement. Any items in such registration statements not
expressly changed hereby shall be as set forth in such registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
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(a) |
the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2024 (filed with the Commission on March 31, 2025) and the Amendment to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2024 (filed with the Commission on April 30, 2025); |
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(b) |
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (a) above (other than the portions of those documents not deemed to be filed); and |
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(c) |
the description of the Registrant’s Common Stock contained in Exhibit
4.1 to its Annual Report on Form 10-K for the fiscal year ended December
31, 2024, filed with the Commission on March 31, 2025 (File
No. 001-34375). |
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
