As filed with the Securities and Exchange Commission on March 25, 2022

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ASLAN Pharmaceuticals Limited

(Exact name of registrant as specified in its charter)

 

 

83 Clemenceau Avenue #12-03 UE Square

Singapore 239920

 

(Address of principal executive offices) (Zip code)

 

 

2020 Equity Incentive Plan

 

 

(Full title of the plan)

Cogency Global Inc.

10 East 40^th Street, 10^th Floor

New York, New York 10016

+1 212 947 7200

 

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

Copies to:

 

Patrick Loofbourrow

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

+1 858 550 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.

 

 

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.   ☐

 

 

---

 

 

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 13,948,935 ordinary shares (an equivalent of 2,789,787 American Depositary Shares) under the ASLAN Pharmaceuticals Limited 2020 Equity Incentive Plan (the “2020 Plan”), pursuant to the provision of the 2020 Plan which provide for annual automatic increases in the number of shares of common stock reserved for issuance under the 2020 Plan.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.Incorporation of Documents By Reference.

The following documents, which have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by ASLAN Pharmaceuticals Limited (the “Registrant”) are hereby incorporated by reference into this Registration Statement:

 

(a) the contents of the Registration Statement on Form S-8 previously filed with the Commission on January 15, 2021 (File No. 333-252118);

 

(b) the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on March 25, 2022;

           

(c) the Registrant’s Reports on Form 6-K furnished to the Commission on January 21, 2022 and March 15, 2022.

 

(d) the description of ADSs representing the Registrant’s Ordinary Shares contained in the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on March 25, 2022, including any amendments or reports filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.

 

Under no circumstances shall any information furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.

 

 

---

 

 

Item 8.Exhibits.

 

 

____________________________

+ 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 Singapore, on March 25, 2022.

 

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carl Firth, Ph.D., Kiran Asarpota and Ben Goodger, 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.

 

 

---

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ASLAN Pharmaceuticals Limited, has signed this registration statement on March 25, 2022.

 

 

 

 

Exhibit 5.1

 

 

 

 

25 March 2022Our Ref: JT/MK/A6231-S09770

 

 

ASLAN Pharmaceuticals Limited

Walkers Corporate Limited 190 Elgin Avenue

George Town

Grand Cayman KY1-9008 Cayman Islands

 

 

Dear Sirs

 

ASLAN Pharmaceuticals Limited

 

We have acted as Cayman Islands legal advisers to ASLAN Pharmaceuticals Limited (the “Company”) in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the offering of up to 13,948,935 ordinary shares of a nominal or par value of US$0.01 each of the Company ("Ordinary Shares") issuable pursuant to the Company's 2020 Equity Incentive Plan (the "Plan" and all such Ordinary Shares issuable pursuant to the Plan, the "Shares"). The Registration Statement (including the Prospectus) provides for the registration by the Company of American Depositary Shares (the "ADSs") representing the Shares. We are furnishing this opinion as exhibit 5.1 to the Registration Statement.

 

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

 

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

 

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this opinion nor upon matters of fact or the commercial terms of the transactions the subject of this opinion.

 

Based upon the examinations and assumptions stated herein and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

 

 

 

 

 

Bermuda | British Virgin Islands | Cayman Islands | Dubai | Dublin | Guernsey | Hong Kong | Jersey | London | Singapore

 

 

---

WALKERS

Page 2

 

 

 

 

 

 

We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands. Yours faithfully

 

  /s/  Walkers (Singapore) Limited Liability Partnership

Walkers (Singapore) Limited Liability Partnership

 

 

 

 

 

 

 

 

---

WALKERS

Page 3

 

 

 

 

SCHEDULE 1

 

LIST OF DOCUMENTS EXAMINED

 

 

 

 

 

 

 

---

WALKERS

Page 4

 

 

 

 

SCHEDULE 2 ASSUMPTIONS

 

 

 

 

---

WALKERS

Page 5

 

 

 

 

SCHEDULE 3 QUALIFICATIONS

 

 

 

 

Exhibit 23.1

 

 

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 25, 2022 relating to the consolidated financial statements of ASLAN Pharmaceuticals Limited, appearing in the Annual Report on Form 20-F of ASLAN Pharmaceuticals Limited for the year ended December 31, 2021.

 

 

 

 

 

 

 

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Singapore

 

 

 

March 25, 2022

1

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 16, 2020 relating to the consolidated financial statements of ASLAN Pharmaceuticals Limited, appearing in the Annual Report on Form 20-F of ASLAN Pharmaceuticals Limited for the year ended December 31, 2021.

 

 

/s/ Deloitte & Touche

Deloitte & Touche

Taipei, Taiwan

Republic of China

 

March 25, 2022

 

 

 

 

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

ASLAN Pharmaceuticals Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities