Xenon Pharmaceuticals Inc. filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission on November 9, 2026, registering an additional 300,000 common shares under its Amended and Restated 2025 Inducement Equity Incentive Plan.

Key Highlights

  • Additional shares registered: 300,000 common shares, without par value, of Xenon Pharmaceuticals Inc.
  • Plan name: Amended and Restated 2025 Inducement Equity Incentive Plan.
  • Prior registrations: Three earlier S-8 filings cover the same plan, filed February 27, 2025 (File No. 333-285382), December 1, 2025 (File No. 333-291868), and April 13, 2026 (File No. 333-295020).
  • Signing officer: Thomas P. Kelly, Chief Financial Officer, signed on behalf of the registrant on November 9, 2026.
  • Registrant classification: Xenon Pharmaceuticals is classified as a large accelerated filer according to the filing.
  • Exchange and ticker: The company trades on NASDAQ:XENE, as stated in the filing.

Xenon Pharmaceuticals Expands Inducement Equity Pool With New S-8 Filing

Xenon Pharmaceuticals Inc. (NASDAQ:XENE), a clinical-stage pharmaceutical company incorporated in Canada and headquartered at 3650 Gilmore Way, Burnaby, British Columbia, filed this registration statement to add 300,000 common shares to those already registered under its Amended and Restated 2025 Inducement Equity Incentive Plan. According to the filing, the registration was made pursuant to General Instruction E to Form S-8, which allows the registrant to incorporate by reference the contents of its three prior S-8 filings covering the same plan.

The filing incorporates by reference several key documents, including the registrant's Annual Report for the fiscal year ended December 31, 2025, filed with the Commission on February 26, 2026, as well as all reports filed under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of that fiscal year. The description of the registrant's common shares, as contained in the Form 8-A12B filed on October 10, 2014, and updated through subsequent filings, is also incorporated by reference, the registration statement disclosed.

The Amended and Restated 2025 Inducement Equity Incentive Plan and related form agreements are listed as an exhibit incorporated by reference from the registrant's Form 10-Q filed on November 9, 2026 (File No. 001-36687, Exhibit 10.1). Legal opinions were provided by Blake, Cassels and Graydon LLP, and audit consent letters were provided by PricewaterhouseCoopers LLP and KPMG LLP, both listed as independent registered public accounting firms in the filing. Ian Mortimer, President and Chief Executive Officer, and Thomas P. Kelly, Chief Financial Officer, are named as attorneys-in-fact under the power of attorney included in the registration statement.

What Was Disclosed

Xenon Pharmaceuticals registered 300,000 additional common shares under its Amended and Restated 2025 Inducement Equity Incentive Plan on November 9, 2026, building on three prior S-8 registrations for the same plan filed between February 2025 and April 2026.