As filed with the Securities and Exchange Commission on June 12, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Ultragenyx Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
27-2546083 (I.R.S. Employer Identification No.) |
60 Leveroni Court
Novato, CA 94949
(Address of Principal Executive Offices, Zip Code)
Third Amended and Restated 2023 Incentive Plan
Employment Inducement Plan
(Full title of the plan)
Emil D. Kakkis, M.D., Ph.D.
President and Chief Executive Officer
Ultragenyx Pharmaceutical Inc.
60 Leveroni Court
Novato, CA 94949
(415) 483-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Karah Parschauer Executive Vice President and Chief Legal Officer Ultragenyx Pharmaceutical Inc. 60 Leveroni Court Novato, CA 94949 Telephone: (415) 483-8800 Facsimile: (415) 483-8810 |
Ryan A. Murr, Esq. Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 Telephone: (415) 393-8200 Facsimile: (415) 393-8306 |
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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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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐ |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares of common stock, par value $0.001 per share (“Common Stock”), of Ultragenyx Pharmaceutical Inc. (the “Registrant”) to be issued pursuant to the Ultragenyx Pharmaceutical Inc. 2023 Incentive Plan (as amended and restated, the “2023 Plan”) and the Ultragenyx Pharmaceutical Inc. Employment Inducement Plan (as amended, the “Inducement Plan”), pursuant to the Fourth Amendment to the Inducement Plan, for the grant of inducement awards for employment with the Registrant pursuant to Nasdaq Listing Rule 5635(c)(4).
The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2021, June 8, 2023, July 12, 2024 and July 18, 2025 (SEC File Nos. 333-253007, 333-272518, 333-280776 and 333-288764), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 Novato, State of California, on June 12, 2026.
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ULTRAGENYX PHARMACEUTICAL INC. |
By: |
/s/ Emil D. Kakkis |
Name: |
Emil D. Kakkis, M.D., Ph.D. |
Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Emil D. Kakkis, M.D., Ph.D. and Howard Horn, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and 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 to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes 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 indicated on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Emil D. Kakkis Emil D. Kakkis, M.D., Ph.D. |
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President and Chief Executive Officer and Director (Principal Executive Officer) |
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June 12, 2026 |
/s/ Howard Horn Howard Horn |
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Executive Vice President, Chief Financial Officer, Corporate Strategy (Principal Financial Officer) |
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June 12, 2026 |
/s/ Theodore A. Huizenga Theodore A. Huizenga |
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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June 12, 2026 |
/s/ Daniel G. Welch Daniel G. Welch |
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Chairman of the Board |
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June 12, 2026 |
/s/ Deborah Dunsire Deborah Dunsire, M.D. |
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Director |
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June 12, 2026 |
/s/ Matthew K. Fust Matthew K. Fust |
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Director |
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June 12, 2026 |
/s/ Michael Narachi Michael Narachi |
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Director |
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June 12, 2026 |
/s/ Amrit Ray |
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Director |
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June 12, 2026 |
Amrit Ray, M.D. |
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/s/ Corsee D. Sanders |
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Director |
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June 12, 2026 |
Corsee D. Sanders, Ph.D. |
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/s/ Shehnaaz Suliman |
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Director |
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June 12, 2026 |
Shehnaaz Suliman, M.D. |
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