AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2021
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
ENANTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
____________________
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Delaware | 04-3205099 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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500 Arsenal Street, Watertown, MA (Address of Principal Executive Offices) | 02472 (Zip Code) |
2019 Equity Incentive Plan
(Full title of the plan)
____________________
Jay R. Luly, Ph.D.
President and Chief Executive Officer
Enanta Pharmaceuticals, Inc.
500 Arsenal Street
Watertown, Massachusetts 02472
(Name and address of agent for service)
(617) 607-0800
(Telephone number, including area code, of agent for service)
____________________
Copy to:
Stacie S. Aarestad, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02110-2600
(617) 832-1000
____________________
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 filer ☐ | | | 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
| | | | |
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee |
Common Stock, $0.01 par value | 950,000 shares | $50.00 | $47,500,000.00 | $5,182.25 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, to the extent that additional shares of the Registrant’s common stock may be issued or issuable as a result of a stock split or other distribution declared at any time by the Board of Directors of the Registrant while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all such additional shares of common stock. |
(2) | Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, the proposed maximum aggregate offering price is the product obtained by multiplying (i) $50.00 (the average of the high and low prices of the Registrant’s common stock on May 7, 2021) by (ii) 950,000 (the number of additional shares of common stock issuable in connection with equity awards that may be granted in the future pursuant to the Enanta Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended). |
EXPLANATORY NOTE
Enanta Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 950,000 shares of its common stock, par value $0.01 per share, that may be issued and sold under the Enanta Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended (the “Plan”), following the amendment to the Plan that was approved by the Registrant’s stockholders at its annual meeting on March 2, 2021. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to that instruction, the contents of the Registration Statement on Form S-8 (File No. 333-2321384) filed with the Securities and Exchange Commission on May 10, 2019 is incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 Watertown, Commonwealth of Massachusetts, on May 10, 2021.
ENANTA PHARMACEUTICALS, INC.
By:/s/ Jay R. Luly, Ph.D.
Jay R. Luly, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Enanta Pharmaceuticals, Inc., hereby severally constitute and appoint each of Jay R. Luly, Ph.D. and Paul J. Mellett, our true and lawful attorneys‑in‑fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S‑8 (including any post‑effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature | Title | Date |
/s/ Jay R. Luly, Ph.D. Jay R. Luly, Ph.D. | President and Chief Executive
Officer and Director
(Principal Executive Officer) | May 10, 2021 |
/s/ Paul J. Mellett Paul J. Mellett | Chief Financial Officer
(Principal Financial and
Accounting Officer) | May 10, 2021 |
/s/ Bruce L.A. Carter, Ph.D. Bruce L.A. Carter, Ph.D. | Director | May 10, 2021 |
/s/ Mark G. Foletta Mark. G. Foletta | Director | May 10, 2021 |
/s/ Kristine Peterson Kristine Peterson | Director | May 10, 2021 |
/s/ Lesley Russell, MBChB, MRCP Lesley Russell, MBChB., MRCP | Director | May 10, 2021 |
/s/ Terry Vance Terry Vance | Director | May 10, 2021 |
