As filed with the Securities and Exchange Commission on November 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MADRIGAL PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 04-3508648 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification Number) |
Four Tower Bridge
200 Barr Harbor Drive, Suite 200
West Conshohocken, Pennsylvania 19428
(Address of Principal Executive Offices; Zip Code)
MADRIGAL PHARMACEUTICALS, INC. AMENDED 2015 STOCK PLAN
(as Amended and Restated June 27, 2019)
(Full Title of the Plan)
Brian J. Lynch
Senior Vice President and
General Counsel
Madrigal Pharmaceuticals, Inc.
Four Tower Bridge
200 Barr Harbor Drive, Suite 200
West Conshohocken, Pennsylvania 19428
(267) 824-2827
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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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| Large accelerated filer | | ☒ | | | | Accelerated filer | | ☐ |
| | | | |
| Non-accelerated file | | ☐ | | (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. ☐
CALCULATION OF REGISTRATION FEE
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|
Title of Each Class of
Securities to be
Registered | | Amount to be
Registered | | Proposed Maximum
Offering
Price Per Share | | Proposed Maximum
Aggregate Offering
Price | | Amount of
Registration Fee |
Common Stock, par value $0.0001 per share | | 500,000(1) | | $125.49(2) | | $62,745,000(2) | | $6,846(2) |
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| (1) | Consists of shares of common stock, par value $0.0001 per share (“Common Stock”), of Madrigal Pharmaceuticals, Inc. (the “Registrant”), which may be sold upon the exercise of options or the issuance of stock or equity-based awards which may hereafter be granted under the Madrigal Pharmaceuticals, Inc. Amended 2015 Stock Plan, as amended and restated June 27, 2019 (the “2015 Plan”). The maximum number of shares which may be sold upon the exercise of options or the issuance of stock or equity-based awards granted under the 2015 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2015 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable upon the operation of any such anti-dilution and other provisions of the 2015 Plan. |
| (2) | This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act based on the average of the high and low sale prices per share of Common Stock on The NASDAQ Global Select Market as of November 2, 2020. |
