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As filed with the Securities and Exchange Commission on June 17, 2021

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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REGISTRATION STATEMENT

Under

The Securities Act of 1933

MeiraGTx Holdings plc

(Exact name of registrant as specified in its charter)

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MeiraGTx Holdings plc 2018 Incentive Award Plan

MeiraGTx Holdings plc 2018 Employee Share Purchase Plan

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(Full title of the plans)

Alexandria Forbes, Ph.D.

President and Chief Executive Officer

MeiraGTx, LLC

450 East 29th Street, 14^th Floor

New York, NY 10016

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(Name and address of agent for service)

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(646) 860-7985

(Telephone number, including area code, of agent for service)

Copy to:

Peter N. Handrinos

Keith Halverstam

Latham & Watkins LLP

200 Clarendon Street

Boston, Massachusetts 02116

(617) 948-6000

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.

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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.  ☐

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CALCULATION OF REGISTRATION FEE

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EXPLANATORY NOTE

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This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 4,987,491 of the Registrant’s Ordinary Shares that may be issuable under the 2018 Plan and 1,272,213 of the Registrant’s Ordinary Shares that may be issuable under the 2018 ESPP.  The additional shares are of the same class as other securities relating to the 2018 Plan and the 2018 ESPP for which the registration statement filed on Form S-8 (File No. 333-225535) on June 8, 2018 is effective.

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

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Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-225535) filed on June 8, 2018, relating to the 2018 Plan and the 2018 ESPP, are hereby incorporated by reference herein.

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PART II

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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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Item 8.   Exhibits.

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*  Filed herewith.

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SIGNATURES

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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 New York, State of New York, on the 17th day of June, 2021.

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SIGNATURES AND POWER OF ATTORNEY

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We, the undersigned officers and directors of MeiraGTx Holdings plc, hereby severally constitute and appoint Alexandria Forbes, Ph.D., Richard Giroux and Robert J. Wollin, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), 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 or necessary to be done in and about the premises, as full 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 any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

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Exhibit 5.1

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Dear Addressees

MEIRAGTX HOLDINGS PLC

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration by MeiraGTx Holdings plc (the "Company"), of 6,259,704 ordinary shares with a nominal value of $0.00003881 per share in the capital of the Company (the "Shares") for issuance under the MeiraGTx Holdings plc 2018 Incentive Award Plan (the "2018 Incentive Award Plan") and the MeiraGTx Holdings plc 2018 Employee Share Purchase Plan (the "2018 Employee Share Purchase Plan" and together with the 2018 Incentive Award Plan, each a "Plan" and together the "Plans"), under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

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For the purposes of giving this opinion, we have examined and relied solely upon the originals or copies of the documents listed in Schedule 1.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.

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Walkers

190 Elgin Avenue, George Town

Grand Cayman KY1-9001, Cayman Islands

T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com

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defined in Schedule 1), the Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied in respect of the Shares on the holder thereof by the Company).

The foregoing opinions are given based on the following assumptions.

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing (as defined in Schedule 1) issued by the Registrar.  The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

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This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.  This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the reference to this firm in the Registration Statement.

Yours faithfully

/s/ Walkers

WALKERS

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SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

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Exhibit 23.1

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Consent of Independent Registered Public Accounting Firm

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We consent to the incorporation by reference in the Registration Statement (Form S-8) of MeiraGTx Holdings plc pertaining to the MeiraGTx Holdings plc 2018 Incentive Award Plan and the MeiraGTx Holdings plc 2018 Employee Share Purchase Plan of our report dated March 11, 2021, with respect to the consolidated financial statements of MeiraGTx Holdings plc included in its Annual Report (Form 10-K) for the year ended December 31, 2020.

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New York, NY

June 17, 2021