As filed with the Securities and Exchange Commission on May 17, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Immunocore Holdings plc

(Exact name of registrant as specified in its charter)

 

92 Park Drive

Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

(Address of principal executive offices) (Zip code)

Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub-Plan

(Full title of the plan)

Immunocore, LLC

Six Tower Bridge, Suite 200

181 Washington Street

Conshohocken, Pennsylvania 19428

United States

Tel: +1 484 534 5261

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

 

 

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.

 

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

 

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 2,193,143 ordinary shares, nominal value £0.002 per share (“Ordinary Shares”) issuable under the Registrant's 2021 Equity Incentive Plan (the “2021 Plan”), resulting from an automatic annual increase as of January 1, 2022 pursuant to the “evergreen” provision of the 2021 Plan. This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-255182, filed with the Securities and Exchange Commission on April 12, 2021, by the Registrant relating to the 2021 Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index below is incorporated herein by reference.

 

Item 8.

Exhibits.

				Incorporated by Reference
Exhibit Number		Description		Schedule Form		File Number		Exhibit		Filing Date
4.1		Articles of Association of Immunocore Holdings plc.		20-F		001-39992		1.1		3/25/21
4.2		Deposit Agreement.		20-F		001-39992		2.2		3/25/21
4.3		Form of American Depositary Receipt (included in Exhibit 4.2).		20-F		001-39992		2.3		3/25/21
5.1*		Opinion of Cooley (UK) LLP.
23.1*		Consent of KPMG LLP, the Registrant’s independent registered public accounting firm
23.2*		Consent of Cooley (UK) LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page of this Registration Statement)
99.1		Immunocore Holdings plc 2021 Equity Incentive Plan, including Non-Employee Sub-Plan to the Immunocore Holdings plc 2021 Equity Incentive Plan.		20-F		001-39992		4.20		3/25/21
107		Filing Fee Table

 

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 Oxford, United Kingdom, on the 17th day of May, 2022.

 

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bahija Jallal and Brian Di Donato, and each or any one of them, 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-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 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 or her substitutes or substitute, 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 has been signed by the following persons in the capacities and on the dates indicated.

 

 

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