SEC Form S-8 filed by Enanta Pharmaceuticals Inc.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 2026
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENANTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3205099 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 4 Kingsbury Avenue, Watertown, MA | 02472 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2019 Equity Incentive Plan
(As amended through March 11, 2026)
(Full title of the plan)
Jay R. Luly, Ph.D.
President and Chief Executive Officer
Enanta Pharmaceuticals, Inc.
4 Kingsbury Avenue
Watertown, Massachusetts 02472
(Name and address of agent for service)
(617) 607-0800
(Telephone number, including area code, of agent for service)
Copy to:
Stacie S. Aarestad
Ryan M. Rourke Reed
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02110-2600
(617) 832-1000
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 | ☒ | 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. ☐
EXPLANATORY NOTE
Enanta Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 1,600,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), that may be issued and sold under the Enanta Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended through March 11, 2026 (the “2019 Plan”), following the amendment to the 2019 Plan that was approved by the stockholders of the Registrant at its annual meeting on March 11, 2026. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to that instruction, the contents of the Registration Statements on Form S-8 (File Nos. 333-231384, 333-255957, 333-264794, 333-273800, 333-279217 and 333-287274) filed with the Securities and Exchange Commission on May 10, 2019, May 10, 2021, May 9, 2022, August 8, 2023, May 8, 2024 and May 14, 2025, are incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| * | Filed herewith. |
| + | Indicates management contract or compensatory plan. |
1
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 Watertown, Commonwealth of Massachusetts, on May 13, 2026.
| ENANTA PHARMACEUTICALS, INC. | ||
| By: | /s/ Jay R. Luly, Ph.D. | |
| Jay R. Luly, Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
We, the undersigned officers and directors of Enanta Pharmaceuticals, Inc., hereby severally constitute and appoint each of Jay R. Luly, Ph.D. and Matthew P. Kowalsky, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may 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 below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Jay R. Luly, Ph.D. Jay R. Luly, Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
May 13, 2026 | ||
| /s/ Harry R. Trout, III Harry R. Trout, III |
Vice President, Finance (Principal Financial Officer) | May 13, 2026 | ||
| /s/ Kathleen S. Capps, CPA |
Executive Director of Accounting, Controller (Principal Accounting Officer) | May 13, 2026 | ||
| Kathleen S. Capps, CPA | ||||
| /s/ Bruce L.A. Carter, Ph.D. Bruce L.A. Carter, Ph.D. |
Director | May 13, 2026 | ||
| /s/ Mark G. Foletta Mark G. Foletta |
Director | May 13, 2026 | ||
| /s/ Yujiro S. Hata Yujiro S. Hata |
Director | May 13, 2026 | ||
| /s/ Kristine Peterson Kristine Peterson |
Director | May 13, 2026 | ||
| /s/ Lesley Russell, MB. CH.B., MRCP |
Director | May 13, 2026 | ||
| Lesley Russell, MB. Ch.B., MRCP | ||||
| /s/ Terry Vance Terry Vance |
Director | May 13, 2026 | ||