As filed with the Securities and Exchange Commission on February 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
PUMA BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0683487
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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10880 Wilshire Boulevard, Suite 2150
Los Angeles, California 90024
(Address of principal executive offices) (Zip code)
Puma Biotechnology, Inc. 2017 Employment Inducement Incentive Award Plan
(Full title of the plan)
Alan H. Auerbach
President and Chief Executive Officer
Puma Biotechnology, Inc.
10880 Wilshire Boulevard, Suite 2150
Los Angeles, California 90024
(424) 248-6500
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
B.
Shayne Kennedy
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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1,000,000 shares
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$13.33
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$13,330,000
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$1,731
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(1)
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The Puma Biotechnology, Inc. 2017 Employment Inducement Incentive Award Plan (the Plan)
authorizes the issuance of shares of common stock, par value $0.0001 per share, of the registrant (the Common Stock), of which 1,000,000 shares are being registered hereunder, and 1,000,000 shares have been registered previously
on Form S-8 (Reg. No. 333-218373). In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
registration statement will also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected which results in an increase in the
number of outstanding shares of the registrants Common Stock.
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(2)
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Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating
the registration fee on the basis of the average of the high and low sale price per share of Common Stock, as reported on the NASDAQ Global Select Market on February 21, 2020, which was $13.33 per share.
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Proposed sales to take place as soon after the effective date of this registration statement
as awards under the Plan are granted, exercised and/or vest.