Document

S-8 1 xencor-sx8x2023eip.htm S-8 Document

As filed with the Securities and Exchange Commission on February 25, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

___________________________

Xencor, Inc.

(Exact name of registrant as specified in its charter)

Delaware

20-1622502

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

465 North Halstead Street, Suite 200

Pasadena, CA

91107

(Address of Principal Executive Offices)

(Zip Code)

___________________________

Amended and Restated

2023 Equity Incentive Plan

(Full title of the plan)

___________________________

Bassil I. Dahiyat, Ph.D.

President and Chief Executive Officer

Xencor, Inc.

465 North Halstead Street, Suite 200

Pasadena, California 91107

(626) 305-5900

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

___________________________

Copies to:

Deyan P. Spiridonov

Jeffrey T. Hartlin

Paul Hastings LLP

4655 Executive Drive, Suite 350

San Diego, California 92121

(858) 458-3044

Celia E. Eckert

Senior Vice President, General Counsel & Secretary

Xencor, Inc.

465 North Halstead Street, Suite 200

Pasadena, California 91107

(626) 305-5900

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 ☐

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

Xencor, Inc. (the “Registrant”) is filing this registration statement on Form S-8 pursuant to and in accordance with General Instruction E of Form S-8 to register 3,000,000 additional shares of its common stock, par value $0.01 per share (“Common Stock”), for issuance under the Xencor, Inc. Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”).

These additional shares of Common Stock have become reserved for issuance pursuant to the stockholder approval received on June 12, 2025 to amend and restate the 2023 Equity Incentive Plan (the “Original 2023 Plan”) to increase the number of authorized shares of Common Stock under such plan by 3,000,000 shares.

The Registrant first registered the offer and sale of shares of Common Stock in connection with the Original 2023 Plan on its registration statement on Form S-8 (File No. 333-272695) (the “First Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2023 and on each of the following post-effective amendments filed on June 16, 2023: Post-Effective Amendment to Form S-8 (File No. 333-192635) (“POS S-8 1”), Post-Effective Amendment to Form S-8 (File No. 333-216365) (“POS S-8 2”), Post-Effective Amendment to Form S-8 (File No. 333-236607) (“POS S-8 3”), and Post-Effective Amendment to Form S-8 (File No. 333-266498) (“POS S-8 4” and, together with POS S-8 1, POS S-8 2, POS S-8 3 and the First Registration Statement, the “Previous Registration Statements”).

In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements are hereby incorporated by reference. Only those items of Form S-8 containing new information not contained in the Previous Registration Statements are presented herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are hereby incorporated herein by reference:

a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 25, 2026; and

b)The description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-36182), filed with the SEC on November 7, 2013, including any amendments or reports filed for the purpose of updating such description, including the description of the Common Stock, contained in Exhibit 4.3 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 27, 2025.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or 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 in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents, except as to any portion of any such report or other document furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a report or other 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 other subsequently filed report or other 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.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.

The Registrant’s amended and restated certificate of incorporation and second amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

•transaction from which the director derives an improper personal benefit;

•act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•unlawful payment of dividends or redemption of shares; or

•breach of a director’s duty of loyalty to the corporation or its stockholders.

The Registrant’s amended and restated certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to it of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

As permitted by the Delaware General Corporation Law, the Registrant has entered into indemnity agreements with each of its directors and executive officers that require the Registrant to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably incurred by such person in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is

or was a director or officer or is or was acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated enterprises, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the Registrant’s best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

At present, there is no pending litigation or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

The Registrant has an insurance policy in place that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following is a list of exhibits filed as part of this Registration Statement, which are hereby incorporated herein by reference:

Exhibit
Number

Description

4.1

Amended and Restated Certificate of Incorporation of Xencor, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 11, 2013)

4.2

Second Amended and Restated Bylaws of Xencor, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023)

4.3

Form of Common Stock Certificate of Xencor, Inc. (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the Commission on October 25, 2013)

4.4

Xencor, Inc. Amended and Restated 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 6, 2025)

5.1*

Opinion of Paul Hastings, LLP

23.1

Consent of Paul Hastings, LLP (included in Exhibit 5.1 to this Registration Statement)

23.2*

Consent of Independent Registered Public Accounting Firm (KPMG LLP)

23.3*

Consent of Independent Registered Public Accounting Firm (RSM US LLP)

24.1

Power of Attorney (included on the signature page of this Registration Statement)

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 Pasadena, State of California, on February 25, 2026.

XENCOR, INC.

By:

/s/ Bassil I. Dahiyat, Ph.D.

Name:

Bassil I. Dahiyat, Ph.D.

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 Bassil I. Dahiyat, Ph.D. and Bart Jan Cornelissen, 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 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 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 or his or her 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 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Bassil I. Dahiyat, Ph.D.

President, Chief Executive Officer and Director

February 25, 2026

Bassil I. Dahiyat, Ph.D.

(Principal Executive Officer)

/s/ Bart Jan Cornelissen

Sr. Vice President & Chief Financial Officer

February 25, 2026

Bart Jan Cornelissen

(Principal Financial and Accounting Officer)

/s/ A. Bruce Montgomery, MD

Director

February 25, 2026

A. Bruce Montgomery, MD

/s/ Kurt A. Gustafson

Director

February 25, 2026

Kurt A. Gustafson

/s/ Kevin C. Gorman, Ph.D.

Director

February 25, 2026

Kevin C. Gorman, Ph.D.

/s/ Richard J. Ranieri

Director

February 25, 2026

Richard J. Ranieri

/s/ Ellen G. Feigal, M.D.

Director

February 25, 2026

Ellen G. Feigal, M.D.

/s/ Barbara Klencke

Director

February 25, 2026

Barbara Klencke

/s/ Todd Simpson

Director

February 25, 2026

Todd Simpson

/s/ Raymond J. Deshaies

Director

February 25, 2026

Raymond J. Deshaies

SEC Form S-8 filed by Xencor Inc.