PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission). This Registration Statement on Form S-8 is filed by Prothena Corporation plc (the Registrant) regarding the Prothena Corporation plc 2018 Long Term Incentive Plan, as amended (the 2018 Plan) and the Prothena Corporation plc
2020 Employment Inducement Incentive Plan, as amended (together with the 2018 Plan, the Plans). Documents containing the information required by Part I of the Registration Statement will be sent or given to participants in the Plans as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act).
PART II. INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE |
The information incorporated by reference herein is considered to be part of this Registration Statement, and later information filed with the Commission will
update and supersede this information. The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a) The Registrants Registration Statement on Form 10
(File No. 001-35676) filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on October 1, 2012, including the
description of the Registrants ordinary shares contained therein, and any amendment or report filed for the purpose of updating such description, including Exhibit
4.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the Commission on February 28, 2023;
(b) The Registrants Annual Report on Form
10-K for the year ended December 31, 2022, filed with the Commission on February 28, 2023;
(c) The Registrants Quarterly Report on Form
10-Q for the quarter ended March 31, 2023, filed with the Commission on May 4, 2023;
(d) The
Registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 2023, filed with the Commission on August 3, 2023; and
(e) The Registrants Current Reports on Form 8-K filed with the Commission on April
28, 2023, May
16, 2023, May
19, 2023, and July 10, 2023.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all of the ordinary shares offered have been sold or which deregisters all of such shares 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 the filing of such documents, except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, 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 which 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.
Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K be deemed incorporated
herein by reference unless such Form 8-K expressly provides to the contrary.
ITEM 4. |
DESCRIPTION OF SECURITIES |
Not applicable.