As filed with the Securities and Exchange Commission on August 4, 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
______________________
PACIRA BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 51-0619477 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
2000 Sierra Point Parkway, Suite 900 Brisbane, California 94005 | |||||
| (Address and zip code of principal executive offices) | |||||
Pacira BioSciences, Inc. Amended and Restated 2014 Employee Stock Purchase Plan
(Full title of the plan)
(Full title of the plan)
Frank D. Lee
Chief Executive Officer
Pacira BioSciences, Inc.
2000 Sierra Point Parkway, Suite 900
Brisbane, California 94005
(Name and address of agent for service)
(650) 242-8052
(Telephone number, including area code, of agent for service)
______________________
Copy to:
Copy to:
Jason Day
Ned A. Prusse
Jonathan S. Schulman
Ashurst Perkins Coie US LLP
1900 Sixteenth Street, Suite 1400
Denver, Colorado 80202
(303) 291-2300
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 | x | Accelerated filer | o | |||||||||||
| Non-accelerated filer | o | Smaller reporting company | o | |||||||||||
| Emerging growth company | o | |||||||||||||
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. o
EXPLANATORY NOTE
Pacira BioSciences, Inc. previously filed Registration Statements on Form S-8 with the United States Securities and Exchange Commission (the “SEC”) on June 5, 2014 (File No. 333-196542) and August 4, 2022 (File No. 333-266532) (collectively, the “Prior Registration Statements”), pertaining to, among other things, the registration of an aggregate of 1,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), authorized to be issued pursuant to the Pacira BioSciences, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (as amended and restated to date, the “Plan”). The registrant hereby incorporates by reference the contents of the Prior Registration Statements to the extent not otherwise amended or superseded by the contents of this Registration Statement.
This Registration Statement is being filed pursuant to General Instruction E of Form S-8 to register under the Securities Act of 1933, as amended, the offer and sale of an additional 800,000 shares of Common Stock pursuant to the Plan. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended, supplemented, or superseded hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the SEC are hereby incorporated by reference in this registration statement:
(1)The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026;
(2)The registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on April 30, 2026 and August 4, 2026, respectively;
(3)The registrant’s Current Reports on Form 8-K filed with the SEC on January 28, 2026, June 11, 2026 and June 30, 2026; and
(4)The description of the registrant’s common stock contained in the registrant’s Registration Statement on Form 8-A filed with the SEC on January 28, 2011 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description (including Exhibit 4.3 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 21, 2020).
All documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference in this registration statement.
Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement will 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 in this registration statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
| Exhibit No. | Description | ||||
| 5.1 | |||||
| 23.1 | |||||
| 23.2 | Consent of Ashurst Perkins Coie US LLP (included in Exhibit 5.1). | ||||
| 24.1 | Power of Attorney (see signature page of this Registration Statement). | ||||
| 99.1 | |||||
| 107 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Brisbane, State of California, on August 4, 2026.
| PACIRA BIOSCIENCES, INC. | ||||||||
| /s/ FRANK D. LEE | ||||||||
Frank D. Lee Chief Executive Officer and Director | ||||||||
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Frank D. Lee, Shawn M. Cross, and Kristen Williams, or any of them, as attorneys-in-fact, with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this registration statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on August 4, 2026.
| Principal Executive Officer | Directors | ||||||||||||||||
| /s/ FRANK D. LEE | /s/ MARCELO BIGAL | /s/ CHRISTOPHER J. CHRISTIE | |||||||||||||||
| Frank D. Lee | Marcelo Bigal | Christopher J. Christie | |||||||||||||||
| Chief Executive Officer and Director | |||||||||||||||||
| /s/ MARK FROIMSON | /s/ SAMIT HIRAWAT | ||||||||||||||||
| Principal Financial Officer | Mark Froimson | Samit Hirawat | |||||||||||||||
| /s/ SHAWN M. CROSS | /s/ THOMAS WIGGANS | /s/ MICHAEL YANG | |||||||||||||||
| Shawn M. Cross | Thomas Wiggans | Michael Yang | |||||||||||||||
| Chief Financial Officer | |||||||||||||||||
| /s/ ALETHIA YOUNG | /s/ LAURA BREGE | ||||||||||||||||
| Principal Accounting Officer | Alethia Young | Laura Brege | |||||||||||||||
| Chair of the Board of Directors | |||||||||||||||||
| /s/ LAUREN RIKER | |||||||||||||||||
| Lauren Riker | |||||||||||||||||
| Senior Vice President, Finance | |||||||||||||||||
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form type)
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| 1 | $ | $ | $ | $ | ||||||||||||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||||||||||||||||
| Total Fee Offsets | $ | |||||||||||||||||||||||||
| Net Fee Due | $ | |||||||||||||||||||||||||
Offering Note
(1)Note (1)(a): Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of the registrant’s common stock that may become issuable under the Pacira BioSciences, Inc. Amended and Restated 2014 Employee Stock Purchase Plan as a result of any future stock splits, stock dividends or similar adjustments of the registrant’s outstanding common stock.
August 4, 2026
Pacira BioSciences, Inc.
2000 Sierra Point Parkway
Suite 900
Brisbane, California 94005
Re: Registration Statement on Form S-8 of Shares of Common Stock, par value $0.001 per share, of Pacira BioSciences, Inc.
Ladies and Gentlemen:
We have acted as counsel to Pacira BioSciences, Inc. (the “Company”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which the Company is filing with the Securities and Exchange Commission with respect to an additional 800,000 shares of common stock, $0.001 par value per share (the “Shares”) which may be issued pursuant to the Pacira BioSciences, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (as amended and restated to date, the “Plan”).
We have examined the Registration Statement and such documents and records of the Company as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that any Shares issued by the Company pursuant to the Plan, upon registration by its registrar of such Shares and the issuance thereof by the Company in accordance with the terms of the Plan, and the receipt of consideration for such Shares in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, | ||||||||
| /s/ ASHURST PERKINS COIE US LLP | ||||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our report dated February 26, 2026, with respect to the consolidated financial statements of Pacira BioSciences, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
New York, New York
August 4, 2026