As filed with the Securities and Exchange Commission on March 27, 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

 

 

Alpha Teknova, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware	94-3368109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

2451 Bert Drive

Hollister, CA 95023

(Address of Principal Executive Offices) (Zip Code)

 

 

Alpha Teknova, Inc. 2021 Equity Incentive Plan

Alpha Teknova, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

 

Stephen Gunstream

President and Chief Executive Officer

Alpha Teknova, Inc.

2451 Bert Drive

Hollister, CA 95023

(831) 637-1100

 

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

 

 

Copies to:

 

Damon A. Terrill, Esq. General Counsel and Chief Compliance Officer Alpha Teknova, Inc. 2451 Bert Drive Hollister, CA 95023 (831) 637-1100	Jeffrey T. Hartlin, Esq. Elizabeth A. Razzano, Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304 (650) 320-1800

 

 

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.

 

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

 

Alpha Teknova, Inc. (the “Registrant”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act to register an aggregate of 1,951,664 additional shares of Common Stock, consisting of (i) 1,631,753 additional shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 319,911 additional shares of Common Stock issuable under the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”, and together with the 2021 Plan, the “Plans”).

 

Pursuant to the Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 29, 2021 (File No. 333-257523), January 27, 2022 (File No. 333-262375), and January 30, 2023 (File No. 333-269460) (collectively, the “Prior Registration Statements”), the Registrant previously registered an aggregate of 6,008,681 shares of Common Stock under the Plans.

 

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:

 

 

 

 

 

 

All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.

 

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Notwithstanding the above, information that is “furnished to” the Commission shall not be deemed “filed with” the Commission and shall not be deemed incorporated by reference into this Registration Statement.

 

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

 

You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:

Alpha Teknova, Inc.

Attn: Corporate Secretary

2451 Bert Drive

Hollister, CA 95023

investors@teknova.com

Phone: 1 (781) 235-3060

 

 

---

 

ITEM 8. EXHIBITS.

 

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of Alpha Teknova, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 29, 2021).
3.2		Amended and Restated Bylaws of Alpha Teknova, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on June 29, 2021).
4.1		Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256795), filed on June 21, 2021).
4.2		Investors’ Rights Agreement, dated as of January 14, 2019, by and among Alpha Teknova, Inc., and certain of its stockholders (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-2 (File No. 333-256795), filed on June 4, 2021).
5.1*		Opinion of Paul Hastings LLP.
10.1		Alpha Teknova, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-257523), filed on June 29, 2021).
10.2		Alpha Teknova, Inc. 2021 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256795), filed on June 21, 2021).
10.3		Alpha Teknova, Inc. 2021 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256795), filed on June 21, 2021).
10.4		Alpha Teknova, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-8 (File No. 333-257523), filed on June 29, 2021).
23.1*		Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of Paul Hastings LLP (included in Exhibit 5.1).
24.1*		Power of Attorney is contained on the signature page.
107*		Filing Fee Table

 

* Filed herewith.

 

---

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 Hollister, State of California, on March 27, 2024.

 

Alpha Teknova, Inc.

 

By: /s/ Stephen Gunstream

 

 

Name: Stephen Gunstream

 

Title: President and Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Gunstream and Matthew Lowell, and each or any one of them, as his or her true and lawful attorneys-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 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 substitutes or substitute, 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 and on the dates indicated.

 

	SIGNATURE			TITLE			DATE
/s/ Stephen Gunstream			President, Chief Executive Officer and Director			March 27, 2024
Stephen Gunstream			(Principal Executive Officer)
/s/ Matthew Lowell			Chief Financial Officer			March 27, 2024
Matthew Lowell			(Principal Accounting and Financial Officer)
/s/ Paul Grossman			Chairman of the Board			March 27, 2024
Paul Grossman
/s/ Irene Davis			Director			March 27, 2024
Irene Davis
/s/ Ted Davis			Director			March 27, 2024
Ted Davis
/s/ Alexander Herzick			Director			March 27, 2024
Alexander Herzick
/s/ J. Matthew Mackowski			Director			March 27, 2024
J. Matthew Mackowski
/s/ Martha J. Demski			Director			March 27, 2024
Martha J. Demski
/s/ Brett Robertson			Director			March 27, 2024
Brett Robertson
/s/ Alexander Vos			Director			March 27, 2024
Alexander Vos

 

---

 

March 27, 2024

 

Alpha Teknova, Inc.

2451 Bert Dr.

Hollister, CA 95023

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Alpha Teknova, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the registration statement on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”) to effect registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,951,664 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), comprised of: (i) 1,631,753 shares of Common Stock issuable upon the vesting and exercise or settlement of awards to be granted by the Company pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”); and (ii) 319,911 shares of Common Stock issuable upon the exercise of purchase rights to be granted by the Company pursuant to the 2021 Employee Stock Purchase Plan (the “ESPP” and, together with the 2021 Plan, the “Plans”).

As such counsel and for purposes of our opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including, without limitation:

 

(i) the Registration Statement;

(ii) the Amended and Restated Certificate of Incorporation of the Company, as certified as of March 25, 2024 by the Office of the Secretary of State of the State of Delaware;

(iii) the Bylaws of the Company as presently in effect, as certified by an officer of the Company on March 27, 2024;

(iv) the Plans and the forms of award agreements related thereto that were attached as exhibits to the Registration Statement or otherwise incorporated by reference into the exhibits of the Registration Statement;

(v) a certificate, dated as of March 27, 2024, from the Office of the Secretary of State of the State of Delaware, as to the existence and good standing of the Company in the State of Delaware (the “Good Standing Certificate”); and

 

---

(vi) the resolutions adopted by the board of directors of the Company and by the stockholders of the Company regarding the Plans and other matters related thereto, as certified by an officer of the Company on March 27, 2024.

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth in this opinion letter.

In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; (viii) that there has not been any change in the good standing status of the Company from that reported in the Good Standing Certificate; and (ix) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties. As to all questions of fact material to this opinion letter, and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters and issues without the assistance of independent counsel. We have also assumed that (i) the individual issuances, grants, awards or grants of purchase rights under the 2021 Plan and (ii) the individual issuances or grants of purchase rights under the ESPP will be duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law, the 2021 Plan and the agreements, forms of instrument, awards and grants duly adopted thereunder, and the ESPP and the subscription agreements duly adopted thereunder.

Based upon the foregoing, and in reliance thereon, and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that the Shares are duly authorized and, when issued and sold as described in the Registration Statement and in accordance with the Plans and (i) the applicable award agreements or forms of instrument evidencing purchase rights under the 2021 Plan and (ii) the applicable subscription agreements under the ESPP (including the receipt by the Company of the full consideration therefor), will be validly issued, fully paid and nonassessable.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, as in effect on the date of this opinion letter.

 

---

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.

This opinion letter is rendered solely in connection with the issuance and delivery of the Shares as described in the Registration Statement and in accordance with the terms of (i) the 2021 Plan and the applicable award agreement or form of instrument evidencing purchase rights thereunder and (ii) the ESPP and the subscription agreements thereunder. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein after the effectiveness of the Registration Statement even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Paul Hastings LLP

---

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 Alpha Teknova, Inc. 2021 Equity Incentive Plan and the Alpha Teknova, Inc. 2021 Employee Stock Purchase Plan of our report dated March 26, 2024, with respect to the financial statements of Alpha Teknova, 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 & Young LLP

 

San Jose, CA

 

March 27, 2024

---

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Alpha Teknova, 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
Fees to be Paid	Equity	Common Stock, par value $0.0001 per share
		- Reserved for issuance under the Alpha Teknova, Inc. 2021 Equity Incentive Plan	457(c) and (h)	1,631,753 (2)	$2.445 (4)	$3,989,636.09 (4)	$0.00014760	$588.87 (4)
		- Reserved for issuance under the Alpha Teknova, Inc. 2021 Employee Stock Purchase Plan	457(c) and (h)	319,911 (3)	$2.07825 (5)	$664,855.04 (5)	$0.00014760	$98.13 (5)
	Total Offering Amounts				—	$4,654,491.12	—	$687.00
	Total Fees Previously Paid				—	—	—	—
	Total Fee Offsets				—	—	—	—
	Net Fee Due				—	—	—	$687.00

 

---