As filed with the Securities and Exchange Commission on March 21, 2024
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Kronos Bio, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
82-1895605
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1300 So. El Camino Real, Suite 400
San Mateo, California
 
94402
(Address of Principal Executive Offices)
 
(Zip Code)



2020 Equity Incentive Plan
2020 Employee Stock Purchase Plan
(Full titles of the plans)
 


Norbert Bischofberger, Ph.D.
President and Chief Executive Officer
Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
(650) 781-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 

Copies to:
Charles J. Bair, Esq.
Asa M. Henin, Esq.
Cooley LLP
10265 Science Center Drive
San Diego, California 92121
(858) 550-6000



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
Smaller reporting company
Non-accelerated filer
Accelerated filer
   
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. ☐
 


INCORPORATION OF DOCUMENTS BY REFERENCE
 
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans are effective.
 
The Registrant previously registered shares of its Common Stock for issuance under the 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 9, 2020 (File No. 333-249424), March 23, 2021 (File No. 333-254620), February 24, 2022 (File No. 333-262993) and March 15, 2023 (File No 333-270564). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

PART II

ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the registrant with the SEC are incorporated by reference into this registration statement:


the registrant's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024;
 

the registrant's Current Reports on Form 8-K, filed with the SEC on January 25, 2024, March 5, 2024 and March 7, 2024;
 

the description of the registrant's common stock contained in Exhibit 4.4 of the registrant's Annual Report on Form 10-K, filed with the SEC on February 24, 2022, including any amendments or reports filed for the purpose of updating such description.

All reports and other documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items and other portions of documents that are furnished but not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the SEC, after the date of this registration statement and 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 herein and to be a part of this registration statement from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.


ITEM 8.
EXHIBITS.

Exhibit
Number
 
Description
   
4.1
 
   
4.2
 
   
4.3
 
   
5.1
 
   
23.1
 
   
23.2
 
Consent of Cooley LLP. Reference is made to Exhibit 5.1.
   
24.1
 
Power of Attorney. Reference is made to the signature page hereto.
   
99.1
 
   
99.2
 
     
107
 
 

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 the City of San Mateo, State of California, on March 21, 2024.

KRONOS BIO, INC.
   
By:
/s/ Norbert Bischofberger
 
 
Norbert Bischofberger, Ph.D.
 
President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Norbert Bischofberger, Ph.D., and Allison Frisbee, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 and about the premises, 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.


Signature
 
Title
 
Date
         
/s/ Norbert Bischofberger
 
President, Chief Executive Officer and Director
 
March 21, 2024
Norbert Bischofberger, Ph.D.
 
(Principal Executive Officer)
   
         
/s/ Sandra A. Gardiner
 
Interim Chief Financial Officer
 
March 21, 2024
Sandra A. Gardiner
 
(Principal Financial and Accounting Officer)
   
         
/s/ Arie Belldegrun
 
Chair of the Board of Directors
 
March 21, 2024
Arie Belldegrun, M.D. FACS
       
         
/s/ Roshawn Blunt
 
Director
 
March 21, 2024
Roshawn Blunt
       
         
/s/ Roger Dansey
 
Director
 
March 21, 2024
Roger Dansey, M.D.
       
         
/s/ Joshua Kazam
 
Director
 
March 21, 2024
Joshua Kazam
       
         
/s/ Elena Ridloff
 
Director
 
March 21, 2024
Elena Ridloff, CFA
       
         
/s/ Katherine Vega Stultz
 
Director
 
March 21, 2024
Katherine Vega Stultz
       
         
/s/ David Tanen
 
Director
 
March 21, 2024
David Tanen
       
         
/s/ Taiyin Yang
 
Director
 
March 21, 2024
Taiyin Yang, Ph.D.
       




Exhibit 5.1
 
 
 Charles J. Bair
+1 858 550 6142
cbair@cooley.com
 
March 21, 2024
 
Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
 
Ladies and Gentlemen:
 
We have represented Kronos Bio, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 3,536,794 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), consisting of (i) 2,947,329 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “Incentive Plan”) and (ii) 589,465 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).
 
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof.  As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
 
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.  We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
 
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
 
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated.  This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
 
Cooley LLP   10265 Science Center Drive   San Diego, CA   92121
t: (858) 550-6000  f: (858) 550-6420  cooley.com



Page Two

Sincerely,
 
Cooley LLP
 
By:
 /s/ Charles J. Bair
 
Charles J. Bair


Cooley LLP   10265 Science Center Drive   San Diego, CA   92121
t: (858) 550-6000  f: (858) 550-6420  cooley.com


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 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan of Kronos Bio, Inc. of our report dated March 21, 2024, with respect to the financial statements of Kronos Bio, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
 
/s/ Ernst and Young LLP

San Mateo, California
March 21, 2024




Exhibit 107
 
Calculation of Filing Fee Table
 
Form S-8 (Form Type)

Kronos Bio, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
 
 
Security Type
Security Class Title
 
Fee Calculation
Rule
   
Amount
Registered(1)
   
Proposed
Maximum
Offering
Price Per
Unit
   
Maximum
Aggregate
Offering Price
   
Fee Rate
   
Amount of
Registration
Fee
 
Equity
2020 Equity Incentive Plan
Common Stock, $0.001 par value per share
 
   
457
(h)(4)
   
2,947,329
(2) 
 
$
1.125
(4) 
 
$
3,315,745.13
     
.0001476
   
$
489.41
 
Equity
2020 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
 
   
457
(h)(4)
   
589,465
(3) 
 
$
1.125
(4) 
 
$
663,148.13
     
.0001476
   
$
97.89
 
Total Offering Amounts
           
$
3,978,893.25
             
 
Total Fees Previously Paid
                             
 
Total Fee Offsets
                             
 
Net Fee Due
                           
$
587.30
 
 
  (1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) of Kronos Bio, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

  (2)
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 Plan on January 1, 2024 pursuant to an “evergreen” provision contained in the 2020 Plan. Pursuant to such provision, on January 1st of each calendar year through January 1, 2030, the number of shares authorized for issuance under the 2020 Plan will be automatically increased by: (a) 5% of the total number of shares of capital stock of the Registrant outstanding on December 31 of the preceding calendar year; or (b) a lesser number of shares of Common Stock as the Registrant’s board of directors (the “Board”) may designate no later than December 31st of the immediately preceding year.

  (3)
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 ESPP on January 1, 2024 pursuant to an “evergreen” provision contained in the 2020 ESPP. Pursuant to such provision, on January 1st of each year through January 1, 2030, the number of shares authorized for issuance under the 2020 ESPP will be automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 1,376,000 shares; or (c) such lesser number of shares of Common Stock as the Board may designate prior to the applicable January 1st.

  (4)
This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on March 14, 2024, as reported on the Nasdaq Global Select Market.