As filed with the Securities and Exchange Commission on May 22, 2024
Registration No. 333-203810
Registration No. 333-211270
Registration No. 333-216857
Registration No. 333-223503
Registration No. 333-230247
Registration No. 333-236666
Registration No. 333-253219
Registration No. 333-262609
Registration No. 333-269675
Registration No. 333-276939
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-203810
FORM S-8 REGISTRATION STATEMENT NO. 333-211270
FORM S-8 REGISTRATION STATEMENT NO. 333-216857
FORM S-8 REGISTRATION STATEMENT NO. 333-223503
FORM S-8 REGISTRATION STATEMENT NO. 333-230247
FORM S-8 REGISTRATION STATEMENT NO. 333-236666
FORM S-8 REGISTRATION STATEMENT NO. 333-253219
FORM S-8 REGISTRATION STATEMENT NO. 333-262609
FORM S-8 REGISTRATION STATEMENT NO. 333-269675
FORM S-8 REGISTRATION STATEMENT NO. 333-276939
UNDER
THE SECURITIES ACT OF 1933
Viking Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 46-1073877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9920 Pacific Heights Blvd, Suite 350
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
2024 Equity Incentive Plan
(Full title of the plan)
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 350
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San Diego, CA 92121
(858) 704-4660
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin, Esq.
Samantha H. Eldredge, Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, California 94304
(650) 320-1800
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, 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 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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EXPLANATORY NOTE
Pursuant to Securities Act Forms Compliance and Disclosure Interpretation
126.43 (C&DI 126.43) published by the Securities and Exchange Commission (the
Commission), Viking Therapeutics, Inc. (the Registrant) is filing this
Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (this
Post-Effective Amendment) to the following registration statements on Form S-8
(collectively, the Prior Registration Statements) filed by the Registrant with
the Commission:
1)
Registration Statement on Form S-8 (File No. 333-203810) filed on May 1, 2015,
with respect to 1,527,770 shares of the Registrants common stock, $0.001 par
value per share (Common Stock) issued or issuable under the Viking
Therapeutics, Inc. 2014 Equity Incentive Plan, as amended (the 2014 Plan);
2)
Registration Statement on Form S-8 (File No. 333-211270) filed on May 10,
2016, with respect to 338,930 shares of Common Stock issued or issuable under
the 2014 Plan;
3)
Registration Statement on Form S-8 (File No. 333-216857) filed on March 21,
2017, with respect to 728,835 shares of Common Stock issued or issuable under
the 2014 Plan;
4)
Registration Statement on Form S-8 (File No. 333-223503) filed on March 7,
2018, with respect to 1,253,598 shares of Common Stock issued or issuable
under the 2014 Plan;
5)
Registration Statement on Form S-8 (File No. 333-230247) filed on March 13,
2019, with respect to 2,510,971 shares of Common Stock to issued or issuable
under the 2014 Plan;
6)
Registration Statement on Form S-8 (File No. 333-236666) filed on February 26,
2020, with respect to 2,534,476 shares of Common Stock issued or issuable
under the 2014 Plan;
7)
Registration Statement on Form S-8 (File No. 333-253219) filed on February 17,
2021, with respect to 2,562,557 shares of Common Stock issued or issuable
under the 2014 Plan;
8)
Registration Statement on Form S-8 (File No. 333-262609) filed on February 9,
2022, with respect to 2,738,694 shares of Common Stock issued or issuable
under the 2014 Plan;
9)
Registration Statement on Form S-8 (File No. 333-269675) filed on February 10,
2023, with respect to 2,739,004 shares of Common Stock issued or issuable
under the 2014 Plan; and
10)
Registration Statement on Form S-8 (File No. 333-276939) filed on February 7,
2024, with respect to 3,503,981 shares of Common Stock issued or issuable
under the 2014 Plan.
On May 21, 2024, the Registrants stockholders approved the Viking
Therapeutics, Inc. 2024 Equity Incentive Plan (the 2024 Plan), which replaces
the 2014 Plan. No further awards will be made under the 2014 Plan.
The number of shares of Common Stock initially authorized for issuance
pursuant to the awards under the 2024 Plan is equal to (a) 12,000,000 shares
of Common Stock, plus (b) up to 7,674,614 shares of Common Stock currently
subject to outstanding stock options or other equity awards granted under the
Viking Therapeutics, Inc. 2014 Equity Incentive Plan (the 2014 Plan) that
would become available for future issuance under the 2024 Plan to the extent
that, after the date hereof, any such equity award terminates or expires prior
to exercise or settlement, is not issued because the award is settled in cash,
is forfeited because of the failure to vest or is reacquired or withheld (or
not issued) to satisfy a tax withholding obligation or the purchase or
exercise price (such shares under clause (b), the Carryover Shares).
Contemporaneously with the filing of this Post-Effective Amendment, the
Registrant is filing a Registration Statement on Form S-8 to register the
12,000,000 newly authorized shares of Common Stock that have become available
for offer or sale pursuant to the 2024 Plan, which number does not include the
Carryover Shares.
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In accordance with C&DI 126.43 and pursuant to the undertaking in Item
512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material
change in the plan of distribution as it was originally disclosed in the Prior
Registration Statements, this Post-Effective Amendment is filed to indicate
that the Prior Registration Statements will also cover the issuance of the
Carryover Shares under the 2024 Plan (as such shares would no longer be
issuable under the 2014 Plan as described above). No additional securities are
being registered by this Post-Effective Amendment.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is
omitted from this Post-Effective Amendment in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as amended (the Securities Act),
and the introductory note to Part I of Form S-8. The document(s) containing
the information specified in Part I will be sent or given to participants in
the equity plans covered by this Post-Effective Amendment as specified by Rule
428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the SEC) are hereby incorporated by reference into this
Registration Statement:
(a) The Registrants Annual Report on
Form 10-K
f
or the fiscal year ended December 31, 2023
filed with the SEC on February 7, 2024;
(b) The Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2024
filed with the SEC on April 25, 2024;
(c) The information specifically incorporated by reference
into the Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 from the
Registrants revised definitive proxy statement on
Schedule 14A
, filed with the SEC on April 5, 2024;
(d) The Registrants Current Reports
on Form 8-K filed with the SEC on
March 1, 2024
and
March 4, 2024
; and
(e) The description of the
Registrants common stock
set forth in the Registration Statement on
Form 8-A
filed with the SEC on April 23, 2015 (File No. 001-37355) pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), including any amendments or reports filed for the purpose of updating
such description, including the description of common stock contained in
Exhibit 4.2
of the Registrants Annual Report
on Form 10-K for the fiscal year
ended December 31, 2022, filed
with the SEC on February 10, 2023.
All other reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), 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 of
this Registration Statement from the date of the filing of such reports and
documents, except as to any portion of any future annual or quarterly report
to stockholders or document or current report furnished under Items 2.02 or
7.01 of Form 8-K that is not deemed filed under such provisions.
For the purposes of 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 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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
You should rely only on the information provided or incorporated by reference
in this Registration Statement or any related prospectus. The Registrant has
not authorized anyone to provide you with different information. You should
not assume that the information in this Registration Statement or any related
prospectus is accurate as of any date other than the date on the front of the
document.
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You may contact the Registrant in writing or orally to request copies of the
above-referenced filings, without charge (excluding exhibits to such documents
unless such exhibits are specifically incorporated by reference into the
information incorporated into this Registration Statement). Requests for such
information should be directed to:
Viking Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 350
San Diego, CA 92121
(858) 704-4660
Attn: Chief Executive Officer
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware, or the
DGCL, authorizes a corporations board of directors to grant, and authorizes a
court to award, indemnity to officers, directors and other corporate agents.
As permitted by Section 102(b)(7) of the DGCL, the Registrants amended and
restated certificate of incorporation and amended and restated bylaws contain
provisions that limit the liability of the Registrants directors for monetary
damages to the fullest extent permitted by Delaware law. Consequently, the
Registrants directors are not personally liable to the Registrant or the
Registrants stockholders for monetary damages for any breach of fiduciary
duties as directors, except liability for the following:
"
any breach of their duty of loyalty to the Registrant or the Registrants
stockholders;
"
any act or omission not in good faith or that involves intentional misconduct
or a knowing violation of law;
"
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL; or
"
any transaction from which they derived an improper personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate or reduce
the effect of these provisions in respect of any act, omission or claim that
occurred or arose prior to that amendment or repeal. If the DGCL is amended to
provide for further limitations on the personal liability of directors of
corporations, then the personal liability of the Registrants directors will be
further limited to the greatest extent permitted by the DGCL.
The Registrants amended and restated certificate of incorporation provides
that the Registrant will, under certain circumstances, indemnify any director,
officer, employee or agent of the Registrant, subject to any provisions
contained in the Registrants amended and restated bylaws. The Registrants
amended and restated bylaws provide that the Registrant will indemnify, to the
fullest extent permitted by law, each person who was or is made a party or is
threatened to be made a party to, or is otherwise involved in, any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Registrant, or is
or was serving at the request of the Registrant, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against all expense, liability and loss (including, among
other things, attorneys fees and amounts paid in settlement) reasonably
incurred or suffered by such director, officer, employee or agent in
connection therewith, subject to certain conditions. The Registrants amended
and restated bylaws also provide the Registrant with the power to, to the
extent authorized by the Registrants board of directors, grant rights to
indemnification and to advancement of expenses to any employee or agent of the
Registrant to the fullest extent indemnification may be granted to the
Registrants directors and officers. In addition, the Registrants amended and
restated bylaws provide
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that the Registrant must advance expenses incurred by or on behalf of a
director or officer in advance of the final disposition of any action or
proceeding, subject to certain exceptions.
The Registrant has entered into separate indemnification agreements with each
of its directors and executive officers that may be broader than the specific
indemnification provisions contained in the DGCL. These indemnification
agreements require the Registrant, among other things, to indemnify its
directors and executive officers against liabilities that may arise by reason
of their status or service. These indemnification agreements also require the
Registrant to advance all expenses incurred by the directors and executive
officers in investigating or defending any such action, suit or proceeding,
subject to certain exceptions. The Registrant believes that these agreements
are necessary to attract and retain qualified individuals to serve as
directors and executive officers.
The limitation of liability and indemnification provisions that are included
in the Registrants amended and restated certificate of incorporation, amended
and restated bylaws and indemnification agreements with its directors and
executive officers may discourage stockholders from bringing a lawsuit against
the Registrants directors and executive officers for breach of their fiduciary
duties. They may also reduce the likelihood of derivative litigation against
the Registrants directors and executive officers even though an action, if
successful, might benefit the Registrant and other stockholders. Further, a
stockholders investment may be adversely affected to the extent that the
Registrant pays the costs of settlement and damage awards against directors
and executive officers as required by these indemnification provisions. At
present, the Registrant is not aware of any pending litigation or proceeding
involving any person who is or was one of its directors, officers, employees
or other agents or is or was serving at its request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, for which indemnification is sought, and the Registrant is
not aware of any threatened litigation that may result in claims for
indemnification.
The Registrants amended and restated bylaws provide that the Registrant may
purchase and maintain insurance, at its expense, to protect itself and any
person who is or was a director, officer, employee or agent of the Registrant
or is or was serving at its request as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Registrant would
have the power to indemnify such person against such expense, liability or
loss under the DGCL. The Registrant maintains insurance under which, subject
to the limitations of the insurance policies, coverage is provided to the
Registrants directors and executive officers against loss arising from claims
made by reason of breach of fiduciary duty or other wrongful acts as a
director or executive officer, including claims relating to public securities
matters, and to the Registrant with respect to payments that may be made by
the Registrant to these directors and executive officers pursuant to the
Registrants indemnification obligations or otherwise as a matter of law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
3.1 Amended and Restated Certificate of Incorporation (previously filed on July 1, 2014 as Exhibit 3.3 to the
Registrants Registration Statement on Form S-1 (File No. 333-197182) and incorporated herein by reference).
3.2 Amended and Restated Bylaws of Viking Therapeutics, Inc., effective as of May 9, 2023 (previously filed on May
11, 2023 as Exhibit 3.1 to the Registrant's Current Report on Form 8-K and incorporated herein by reference).
4.1 Form of Common Stock Certificate (previously filed on July 1, 2014 as Exhibit 4.1 to the Registrants
Registration Statement on Form S-1 (File No. 333-197182) and incorporated herein by reference).
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4.2 2014 Equity Incentive Plan (previously filed on
March 2, 2015 as Exhibit 10.2 to the Registrants
Registration Statement on Form S-1/A (File No.
333-197182) and incorporated herein by reference).
4.3 Form of Stock Option Award Agreement (2014 Equity Incentive
Plan) (previously filed on July 1, 2014 as Exhibit 10.3
to the Registrants Registration Statement on Form S-1 (File
No. 333-197182) and incorporated herein by reference).
4.4 Form of Restricted Stock Unit Award Agreement (2014 Equity
Incentive Plan) (previously filed on July 1, 2014 as Exhibit
10.4 to the Registrants Registration Statement on Form S-1
(File No. 333-197182) and incorporated herein by reference).
4.5 Form of Stock Appreciation Rights Award Agreement (2014 Equity
Incentive Plan) (previously filed on July 1, 2014 as Exhibit
10.5 to the Registrants Registration Statement on Form S-1
(File No. 333-197182) and incorporated herein by reference).
4.6 Form of Restricted Stock Award Agreement (2014 Equity Incentive
Plan) (previously filed on September 2, 2014 as Exhibit
10.23 to the Registrants Registration Statement on Form S-1/A
(File No. 333-197182) and incorporated herein by reference).
4.7 Viking Therapeutics, Inc. 2024 Equity Incentive Plan
(previously filed on May 22, 2024 as Exhibit 4.2 to the
Registrants Registration Statement on Form S-8 (File
No. 333-279633) and incorporated herein by reference).
4.8 Form of Stock Option Award Agreement under the Viking Therapeutics,
Inc. 2024 Equity Incentive Plan (previously filed on May 22, 2024
as Exhibit 4.3 to the Registrants Registration Statement on Form
S-8 (File No. 333-279633) and incorporated herein by reference).
4.9 Form of Restricted Stock Unit Award Agreement under the Viking
Therapeutics, Inc. 2024 Equity Incentive Plan (previously filed on May 22,
2024 as Exhibit 4.4 to the Registrants Registration Statement on Form
S-8 (File No. 333-279633) and incorporated herein by reference).
4.10 Form of Restricted Stock Award Agreement under the Viking Therapeutics,
Inc. 2024 Equity Incentive Plan (previously filed on May 22,
2024 as Exhibit 4.5 to the Registrants Registration Statement on Form
S-8 (File No. 333-279633) and incorporated herein by reference).
5.1* Opinion of Paul Hastings LLP.
5.2 Opinion of Paul Hastings LLP (previously filed
on May 1, 2015 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No.
333-203810) and incorporated herein by reference).
5.3 Opinion of Paul Hastings LLP (previously filed on
May 10, 2016 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No.
333-211270) and incorporated herein by reference).
5.4 Opinion of Paul Hastings LLP (previously filed on
March 21, 2017 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No.
333-216857) and incorporated herein by reference).
5.5 Opinion of Paul Hastings LLP (previously filed on
March 7, 2018 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No.
333-223503) and incorporated herein by reference).
5.6 Opinion of Paul Hastings LLP (previously filed on
March 13, 2019 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No.
333-230247) and incorporated herein by reference).
5.7 Opinion of Paul Hastings LLP (previously filed on
February 26, 2020 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No.
333-236666) and incorporated herein by reference).
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5.8 Opinion of Paul Hastings LLP (previously filed on February 17, 2021 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No. 333-253219) and incorporated herein by reference).
5.9 Opinion of Paul Hastings LLP (previously filed on February 9, 2022 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No. 333-262609) and incorporated herein by reference).
5.10 Opinion of Paul Hastings LLP (previously filed on February 10, 2023 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No. 333-269675) and incorporated herein by reference).
5.11 Opinion of Paul Hastings LLP (previously filed on February 7, 2024 as Exhibit 5.1 to the Registrants
Registration Statement on Form S-8 (File No. 333-276939) and incorporated herein by reference).
23.1* Consent of Marcum LLP, Independent
Registered Public Accounting Firm.
23.2* Consent of Paul Hastings LLP is contained in
Exhibit 5.1 to this Registration Statement.
23.3 C
onsent of Paul Hastings LLP is contained in
Exhibit 5.2 to this Registration Statement.
23.4 Consent of Paul Hastings LLP is contained in
Exhibit 5.3 to this Registration Statement.
23.5 Consent of Paul Hastings LLP is contained in
Exhibit 5.4 to this Registration Statement.
23.6 Consent of Paul Hastings LLP is contained in
Exhibit 5.5 to this Registration Statement.
23.7 Consent of Paul Hastings LLP is contained in
Exhibit 5.6 to this Registration Statement.
23.8 Consent of Paul Hastings LLP is contained in
Exhibit 5.7 to this Registration Statement.
23.9 Consent of Paul Hastings LLP is contained in
Exhibit 5.8 to this Registration Statement.
23.10 Consent of Paul Hastings LLP is contained in
Exhibit 5.9 to this Registration Statement.
23.11 Consent of Paul Hastings LLP is contained in
Exhibit 5.10 to this Registration Statement.
23.12 Consent of Paul Hastings LLP is contained in
Exhibit 5.11 to this Registration Statement.
24.1* Power of Attorney is contained
on the signature page.
*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The 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 SEC pursuant to Rule
424(b) if, in the aggregate, the changes in
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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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that:
(A) 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 reports filed with or furnished to the SEC by the Registrant
pursuant to Section 13 or Section 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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrants annual
report pursuant to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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.
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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 May 22, 2024.
Viking Therapeutics, Inc.
By: /s/ Brian Lian, Ph.D.
Name: Brian Lian, Ph.D.
Title: President and Chief Executive Officer
POWER OF ATTORNEY
Know All Persons By These Presents
, that each person whose signature appears below constitutes and appoints
Brian Lian, Ph.D. and Greg Zante, and each or any one of them, as his or her
true and lawful attorney-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 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-fac
t 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 or she 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, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
/s/ Brian Lian, Ph.D.
Brian Lian, Ph.D. President, Chief Executive Officer and Director May 22, 2024
(Principal Executive Officer)
/s/ Greg Zante
Greg Zante Chief Financial Officer May 22, 2024
(Principal Financial and Accounting Officer)
/s/ Matthew W. Foehr
Matthew W. Foehr Director May 22, 2024
/s/ Lawson Macartney, Ph.D.
Lawson Macartney, Ph.D. Director May 22, 2024
/s/ Sarah Kathryn Rouan
Sarah Kathryn Rouan Director May 22, 2024
/s/ Charles A. Rowland Jr.
Charles A. Rowland Jr. Director May 22, 2024
/s/ J. Matthew Singleton
J. Matthew Singleton Director May 22, 2024
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Exhibit 5.1
79891.00006
May 22, 2024
Viking Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 350
San Diego, CA 92121
Re: Post-Effective Amendment No. 1 to Registration Statements on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Viking Therapeutics, Inc., a Delaware corporation
(the
Company
), in connection with the Post-Effective Amendment No 1 to Registration
Statements on Form S-8 (the
Post-Effective Amendment
) to be filed by the Company with the U.S. Securities and Exchange Commission
(the
Commission
) on or about the date hereof under the Securities Act of 1933, as amended (the
Securities Act
). The Post-Effective Amendment provides for the registration of up to a
maximum of 7,674,614 shares (such Shares, the
Carryover Shares
) of the Companys common stock, $0.00001 par value per share (
Common Stock
), which is a portion of the shares of Common Stock previously registered
pursuant to the following registration statements, that may become available
for issuance pursuant to the Companys 2024 Equity Incentive Plan (the
2024 Plan
):
(1)
Registration Statement on Form S-8 (File No. 333-203810) filed on May 1, 2015,
with respect to 1,527,770 shares of Common Stock issued or issuable under the
Viking Therapeutics, Inc. 2014 Equity Incentive Plan, as amended (the
2014 Plan
);
(2)
Registration Statement on Form S-8 (File No. 333-211270) filed on May 10,
2016, with respect to 338,930 shares of Common Stock issued or issuable under
the 2014 Plan;
(3)
Registration Statement on Form S-8 (File No. 333-216857) filed on March 21,
2017, with respect to 728,835 shares of Common Stock issued or issuable under
the 2014 Plan;
(4)
Registration Statement on Form S-8 (File No. 333-223503) filed on March 7,
2018, with respect to 1,253,598 shares of Common Stock issued or issuable
under the 2014 Plan;
(5)
Registration Statement on Form S-8 (File No. 333-230247) filed on March 13,
2019, with respect to 2,510,971 shares of Common Stock issued or issuable
under the 2014 Plan;
(6)
Registration Statement on Form S-8 (File No. 333-236666) filed on February 26,
2020, with respect to 2,534,476 shares of Common Stock issued or issuable
under the 2014 Plan;
(7)
Registration Statement on Form S-8 (File No. 333-253219) filed on February 17,
2021, with respect to 2,562,557 shares of Common Stock issued or issuable
under the 2014 Plan;
(8)
Registration Statement on Form S-8 (File No. 333-262609) filed on February 9,
2022, with respect to 2,738,694 shares of Common Stock issued or issuable
under the 2014 Plan;
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Viking Therapeutics, Inc.
May 22, 2024
Page
2
(9)
Registration Statement on Form S-8 (File No. 333-269675) filed on February 10,
2023, with respect to 2,739,004 shares of Common Stock issued or issuable
under the 2014 Plan; and
(10)
Registration Statement on Form S-8 (File No. 333-276939) filed on February 7,
2024, with respect to 3,503,981 shares of Common Stock issued or issuable
under the 2014 Plan (the registration statements listed in (1) through (10)
are referred to herein as the
Registration Statements
).
The Carryover Shares will become available for issuance pursuant to the 2024
Plan to the extent that any such Carryover Shares are subject to awards
previously granted under the 2014 Plan and, after the date hereof, any such
equity award terminates or expires prior to exercise or settlement, is not
issued because the award is settled in cash, is forfeited because of the
failure to vest or is reacquired or withheld (or not issued) to satisfy a tax
withholding obligation or the purchase or exercise price.
As such counsel and for purposes of our opinion set forth below, we have
examined and relied upon originals or copies, certified or otherwise
identified to our satisfaction, of such documents, resolutions, certificates
and instruments of the Company and corporate records furnished to us by the
Company, and have reviewed certificates of public officials, statutes, records
and such other instruments and documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below, including, without
limitation:
(i)
the Post-Effective Amendment;
(ii)
the Registration Statements
(iii)
the Amended and Restated Certificate of Incorporation of the Company,
certified by the Office of the Secretary of State of the State of Delaware on
May 21, 2024;
(iv)
the Amended and Restated Bylaws of the Company, as presently in effect, as
certified by an officer of the Company on May 22, 2024;
(v)
the 2014 Plan and the forms of award agreements related thereto;
(vi)
the 2024 Plan and the forms of award agreements related thereto;
(vii)
a certificate, dated as of May 21, 2024, from the Office of the Secretary of
State of the State of Delaware, as to the existence and good standing of the
Company in the State of Delaware (the
Good Standing Certificate
); and
(viii)
the resolutions adopted by the board of directors of the Company regarding the
2024 Plan and other matters related thereto, as certified by an officer of the
Company on May 22, 2024.
In addition to the foregoing, we have made such investigations of law as we
have deemed necessary or appropriate as a basis for the opinion set forth in
this opinion letter.
In such examination and in rendering the opinion expressed below, we have
assumed, without independent investigation or verification: (i) the
genuineness of all signatures on all agreements, instruments, corporate
records, certificates and other documents submitted to us; (ii) the
authenticity and completeness of all agreements, instruments, corporate
records, certificates and other documents submitted to us as originals;
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Viking Therapeutics, Inc.
May 22, 2024
Page
3
(iii) that all agreements, instruments, corporate records, certificates and
other documents submitted to us as certified, electronic, facsimile,
conformed, photostatic or other copies conform to originals thereof, and that
such originals are authentic and complete; (iv) the legal capacity and
authority of all persons or entities (other than the Company) executing all
agreements, instruments, corporate records, certificates and other documents
submitted to us; (v) the due authorization, execution and delivery of all
agreements, instruments, corporate records, certificates and other documents
by all parties thereto (other than the Company); (vi) that no documents
submitted to us have been amended or terminated orally or in writing except as
has been disclosed to us in writing; (vii) that the statements contained in
the certificates and comparable documents of public officials, officers and
representatives of the Company and other persons on which we have relied for
the purposes of this opinion letter are true and correct; (viii) that there
has not been any change in the good standing status of the Company from that
reported in the Good Standing Certificate; and (ix) that each of the officers
and directors of the Company has properly exercised his or her fiduciary
duties. As to all questions of fact material to this opinion letter, and as to
the materiality of any fact or other matter referred to herein, we have relied
(without independent investigation or verification) upon representations and
certificates or comparable documents of officers and representatives of the
Company. Our knowledge of the Company and its legal and other affairs is
limited by the scope of our engagement, which scope includes the delivery of
this opinion letter. We do not represent the Company with respect to all legal
matters or issues. The Company may employ other independent counsel and, to
our knowledge, handles certain legal matters and issues without the assistance
of independent counsel. We have also assumed that the individual issuances,
grants, awards or grants of purchase rights under the 2024 Plan will be duly
authorized by all necessary corporate action of the Company and duly issued,
granted or awarded and exercised in accordance with the requirements of law,
the 2024 Plan and the agreements, forms of instrument, awards and grants duly
adopted thereunder.
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth herein, we
are of the opinion that the Carryover Shares are duly authorized and, when
issued and sold as described in the Registration Statements, as amended by the
Post-Effective Amendment, and in accordance with the 2024 Plan and the
applicable award agreements or forms of instrument evidencing purchase rights
thereunder (including the receipt by the Company of the full consideration
therefor), will be validly issued, fully paid and nonassessable.
Without limiting any of the other limitations, exceptions and qualifications
stated elsewhere herein, we express no opinion with regard to the
applicability or effect of the laws of any jurisdiction other than the General
Corporation Law of the State of Delaware, as in effect on the date of this
opinion letter.
This opinion letter deals only with the specified legal issues expressly
addressed herein, and you should not infer any opinion that is not explicitly
stated herein from any matter addressed in this opinion letter.
This opinion letter is rendered solely in connection with the issuance and
delivery of the Carryover Shares as described in the Post-Effective Amendment
and in accordance with the terms of the 2024 Plan and the applicable award
agreement or form of instrument evidencing purchase rights thereunder. This
opinion letter is rendered as of the date hereof, and we assume no obligation
to advise you or any other person with regard to any change after the date
hereof in the circumstances or the law that may bear on the matters set forth
herein even if the change may affect the legal analysis or a legal conclusion
or other matters in this opinion letter.
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Viking Therapeutics, Inc.
May 22, 2024
Page
4
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Post-Effective Amendment. In giving such consent, we do not hereby admit that
we are within the category of persons whose consent is required under Section
7 of the Securities Act or the rules or regulations of the Commission
thereunder.
Very truly yours,
/s/ Paul Hastings LLP
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Exhibit 23.1
Independent Registered Public Accounting Firms Consent
We consent to the incorporation by reference in this Registration Statement of
Viking Therapeutics, Inc. on the Post-Effective Amendment #1 to Form S-8 (File
Nos. 333-203810, 333-211270, 333-216857, 333-223503, 333-230247, 333-236666,
333-253219, 333-262609, 333-269675 and 333-276939) of our report dated
February 7, 2024, with respect to our audits of the consolidated financial
statements of Viking Therapeutics, Inc. as of December 31, 2023 and 2022 and
for the years ended December 31, 2023 and 2022 and our report dated February
7, 2024 with respect to our audit of internal control over financial reporting
of Viking Therapeutics, Inc. as of December 31, 2023 appearing in the Annual
Report on Form 10-K of Viking Therapeutics, Inc. for the year ended December
31, 2023.
/s/ Marcum
llp
Marcum
llp
Costa Mesa, California
May 22, 2024
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