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As filed with the Securities and Exchange Commission on August 1, 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
NEUROCRINE BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware33-0525145
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
6027 Edgewood Bend Court
San Diego, CA 92130
(Address of Principal Executive Offices)
Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan
 (Full Title of the Plan)
Kevin C. Gorman, Ph.D.
Chief Executive Officer
Neurocrine Biosciences, Inc.
12780 El Camino Real
San Diego, CA 92130
(Name and Address of Agent for Service)
(858) 617-7600
(Telephone Number, Including Area Code, of Agent for Service)





Copies to:
Darin M. LippoldtJason L. Kent, Esq.
Chief Legal OfficerCarlos A. Ramirez, Esq.
Neurocrine Biosciences, Inc.Cooley LLP
12780 El Camino Real10265 Science Center Drive
San Diego, CA 92130San Diego, CA 92121
(858) 617-7600(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.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐ (Do not check if a smaller reporting company)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. ☐





INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENTS ON FORM S-8

This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same benefit plan are effective. This Registration Statement on Form S-8 registers the offer and sale of an additional 3,635,000 shares of the Registrant’s common stock for issuance under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan (as amended and restated, the “2020 Plan”). The Registrant previously registered shares of its common stock for issuance under the 2020 Plan on August 3, 2020 (File No. 333-240301), August 4, 2022 (File No. 333-266530) and August 1, 2023 (File No. 333-273554). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
















ITEM 8.EXHIBITS.
ExhibitDescription
3.1
3.2
3.3
4.1
Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2
5.1
23.1
23.2
24.1
99.1
107
(1) Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2018.
(2) Incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2023.
(3) Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 28, 2024.
(4) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-03172).
(5) Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024.


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 San Diego, State of California, on August 1, 2024.
NEUROCRINE BIOSCIENCES, INC.
By:/s/ Kevin C. Gorman
Kevin C. Gorman, Ph.D.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints KEVIN C. GORMAN, PH.D., and DARIN LIPPOLDT, and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Kevin C. GormanChief Executive Officer and DirectorAugust 1, 2024
Kevin C. Gorman, Ph.D.(Principal Executive Officer)
/s/ Matthew C. AbernethyChief Financial OfficerAugust 1, 2024
Matthew C. Abernethy(Principal Financial and Accounting Officer)
/s/ William H. RastetterChairman of the Board of DirectorsAugust 1, 2024
William H. Rastetter, Ph.D.
/s/ Gary A. LyonsDirectorAugust 1, 2024
Gary A. Lyons
/s/ Johanna MercierDirectorAugust 1, 2024
Johanna Mercier
/s/ George J. MorrowDirectorAugust 1, 2024
George J. Morrow
/s/ Leslie V. NorwalkDirectorAugust 1, 2024
Leslie V. Norwalk
/s/ Christine A. PoonDirectorAugust 1, 2024
Christine A. Poon
/s/ Richard F. PopsDirectorAugust 1, 2024
Richard F. Pops
/s/ Shalini Sharp DirectorAugust 1, 2024
Shalini Sharp
/s/ Stephen A. Sherwin
DirectorAugust 1, 2024
Stephen A. Sherwin, M.D.

wk-20240731
0000914475NEUROCRINE BIOSCIENCES, INC.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00009144752024-08-012024-08-01000091447512024-08-012024-08-01
Exhibit 107
Calculation of Filing Fee Table

Form S-8

Neurocrine Biosciences, Inc.

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 RateAmount of
Registration
Fee
Fees
to be
Paid
Equity
Common stock, $0.001 par value per share, 2020 Equity Incentive Plan
Other(2)
3,635,000(3)
$146.185(2)
$531,382,475.00 0.0001476$78,432.05 
Total Offering Amounts$531,382,475.00 $78,432.05 
Total Fee Offsets— 
Net Fee Due$78,432.05 
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of Neurocrine Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 146.185 per share of common stock, which represents the average of the high and low prices of the Registrant's common stock as reported on The Nasdaq Global Select Market on July 26, 2024.
(3) Represents 3,635,000 additional shares of Registrant’s common stock that were added to the shares authorized for issuance under the 2020 Plan on May 22, 2024 pursuant to approval of the stockholders at the 2024 Annual Meeting of Stockholders.
    
Document
Exhibit 5.1
https://cdn.kscope.io/bd4bb96020415f038dbe87ef4088cbdc-image_1a.jpg

Carlos A. Ramirez
+1 858 550 6157
cramirez@cooley.com
August 1, 2024
Neurocrine Biosciences, Inc.
12780 El Camino Real
San Diego, CA 92130
Ladies and Gentlemen:
We have acted as counsel to Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S‑8 (the “Registration Statement”) with the Securities and Exchange Commission (the "Commission"), covering the offering of up to 3,635,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value, pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Plan, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By:/s/ Carlos A. Ramirez
Carlos A. Ramirez
10265 Science Center Drive, San Diego, CA 92121 T: (858) 550-6000 F: (858) 550-6420 www.cooley.com
Document
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan (as amended and restated) of our reports dated February 9, 2024, with respect to the consolidated financial statements of Neurocrine Biosciences, Inc. and the effectiveness of internal control over financial reporting of Neurocrine Biosciences, 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 Diego, California
August 1, 2024