Document

As filed with the Securities and Exchange Commission on March 18, 2021
Registration No. 333-  
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALPINE IMMUNE SCIENCES, INC.
(Exact name of Registrant as specified in its charter) 

Delaware20-8969493
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

188 East Blaine Street, Suite 200
Seattle, WA 98102
(Address of principal executive offices, including zip code)
2018 Equity Incentive Plan, as amended
(Full title of the plan)
Mitchell H. Gold, M.D.
Executive Chairman and Chief Executive Officer
188 East Blaine Street, Suite 200
Seattle, WA 98102
(206) 788-4545
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Patrick J. Schultheis
Michael Nordtvedt
Bryan D. King
Paul Rickey
Wilson Sonsini Goodrich & Rosati,Alpine Immune Sciences, Inc.
Professional Corporation188 East Blaine Street, Suite 200
701 Fifth Avenue, Suite 5100Seattle, Washington 98102
Seattle, Washington 98104-7036(206) 788-4545
(206) 883-2500
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 filerxSmaller reporting companyx
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. o
 




 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be RegisteredAmount
to be
Registered(1)(2)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common stock, $0.001 par value per share:
—Reserved for issuance under the 2018 Equity Incentive Plan, as amended1,190,159$12.70(3)$15,115,019.30$1,650.00
TOTAL:1,190,159$15,115,019.30$1,650.00

(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 the Registrant’s common stock that become issuable under the 2018 Equity Incentive Plan, as amended (the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)Represents 1,190,159 additional shares of common stock reserved for issuance as a result of the annual evergreen increase pursuant to the 2018 Plan.
(3)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of $12.70, the average of the high and low prices of the common stock, as reported on the Nasdaq Global Market on March 11, 2021.







ALPINE IMMUNE SCIENCES, INC.

REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class for which the Registration Statement on Form S-8 relating to its 2018 Plan is effective. Accordingly, the contents of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 17, 2020 (File No. 333-239233) (the “Previous Form S-8”), including periodic reports filed after the Previous Form S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8 (the “Registration Statement”).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 18, 2021;
(2)All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and
(3)The description of the Registrant’s common stock contained in Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 18, 2021, and any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered 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 a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into 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 for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also 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 furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.




Item 8. Exhibits.

Exhibit
Number
Exhibit Description
FormIncorporated by ReferenceFiling Date
File No.Exhibit
4.110-K001-374493.1March 28, 2018
4.210-K001-374493.2March 18, 2021
4.310-K001-374494.1March 28, 2018
4.48-K001-3744910.2June 14, 2018
4.58-K001-3744910.1January 27, 2020
5.1+
23.1+
23.2+
24.1+
99.18-K001-3744910.1June 17, 2020
 
+Filed herewith.




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 City of Seattle, State of Washington, on the 18th day of March, 2021.
 
Alpine Immune Sciences, Inc.
By:/s/ Mitchell H. Gold, M.D.
Mitchell H. Gold, M.D.
Executive Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell H. Gold, M.D. and Paul Rickey as his or her true and lawful attorneys-in-fact and agents, 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 (including his or her capacity as a director or officer of Alpine Immune Sciences, Inc.) to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, 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 they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
 



SignatureTitleDate
/s/ Mitchell H. Gold, M.D.
Chief Executive Officer and Executive Chairman of the Board of Directors
March 18, 2021
Mitchell H. Gold, M.D.
(Principal Executive Officer)
/s/ Paul Rickey
Senior Vice President and Chief Financial Officer
March 18, 2021
Paul Rickey
(Principal Accounting and Financial Officer)
/s/ Jay Venkatesan, M.D.
Director
March 18, 2021
Jay Venkatesan, M.D.
/s/ James N. Topper, M.D., Ph.D.
Director
March 18, 2021
James N. Topper, M.D., Ph.D.
/s/ Robert Conway
Director
March 18, 2021
Robert Conway
/s/ Peter Thompson, M.D.
Director
March 18, 2021
Peter Thompson, M.D.
/s/ Natasha Hernday
Director
March 18, 2021
Natasha Hernday
/s/ Christopher Peetz
Director
March 18, 2021
Christopher Peetz
/s/ Xiangmin Cui, Ph.D.
Director
March 18, 2021
Xiangmin Cui, Ph.D.


Document

Exhibit 5.1



https://cdn.kscope.io/3f7d565eee75175698455c88e867f27a-alpnex5120200330image1a011a.gif
Wilson Sonsini Goodrich & Rosati
Professional Corporation
701 Fifth Avenue
Suite 5100
Seattle, Washington 98104-7036
O: 206.883.2500
F: 206.883.2699



March 18, 2021


Alpine Immune Sciences, Inc.
188 East Blaine Street, Suite 200
Seattle, WA 98102

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Alpine Immune Sciences, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 1,190,159 shares of your common stock, par value $0.001 per share (the “Shares”) to be issued pursuant to the 2018 Equity Incentive Plan (the “Plan”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation




Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2018 Equity Incentive Plan of Alpine Immune Sciences, Inc. of our report dated March 18, 2021, with respect to the consolidated financial statements of Alpine Immune Sciences, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Seattle, Washington
March 18, 2021