As filed with the Securities and Exchange Commission on March 8, 2019
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTEOSTASIS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-8436652 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
80 Guest Street, Suite 500,
Boston, Massachusetts, 02135
(Address of principal executive offices) (Zip Code)
Proteostasis Therapeutics, Inc. 2016 Stock Option and Incentive Plan
Proteostasis Therapeutics, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan)
Meenu Chhabra
President and Chief Executive Officer
Proteostasis Therapeutics, Inc.
80 Guest Street, Suite 500
Boston, Massachusetts
(Name and address of agent for service)
(617)225-0096
(Telephone number, including area code, of agent for service)
With copies to:
Janet Smart VP, Intellectual Property and Legal Affairs Proteostasis Therapeutics, Inc. 80 Guest Street, Suite 500 Boston, Massachusetts, 02135 | Mitchell S. Bloom, Esq. John M. Mutkoski, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02109 (617)570-1000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||
Non-accelerated filer | ☐ | 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 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(2) | ||||
2016 Stock Option and Incentive Plan Common Stock, $0.001 par value per share | 1,524,252 shares(3) | $4.23 | $6,447,585.96 | $781.45 | ||||
2016 Employee Stock Purchase Plan Common Stock, $0.001 par value per share | 138,757 shares(4) | $4.23 | $586,942.11 | $71.14 | ||||
Total | 1,663,009 shares | $852.59 | ||||||
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(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on $4.23, the average of the high and low sale prices of the registrant’s common stock as reported on the Nasdaq Global Market on March 6, 2019. |
(3) | Represents an automatic increase to the number of shares available for issuance under the registrant’s 2016 Stock Option and Incentive Plan (the “Plan”), effective as of January 1, 2018. Shares available for issuance under the Plan were previously registered on registration statements on FormS-8 filed with the Securities and Exchange Commission on March 31, 2016 (RegistrationNo. 333-210521). |
(4) | Represents an automatic increase to the number of shares available for issuance under the registrant’s 2016 Employee Stock Purchase Plan (the “ESPP”), effective as of January 1, 2018. Shares available for issuance under the ESPP were previously registered on registration statements on FormS-8 filed with the Securities and Exchange Commission on March 31, 2016 (RegistrationNo. 333-210521). |
EXPLANATORY NOTE
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on FormS-8 (RegistrationNo. 333-210521) of the Registrant is effective. The information contained in the Registrant’s registration statement on FormS-8 (RegistrationNo. 333-210521) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
INDEX TO EXHIBITS
* Filed herewith.
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 onForm 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 Boston, State of Massachusetts, on March 8, 2019.
PROTEOSTASIS THERAPEUTICS, INC. | ||
By: | /s/ Meenu Chhabra | |
Meenu Chhabra President and Chief Executive Officer |
We, the undersigned officers and directors of Proteostasis Therapeutics, Inc., hereby severally constitute and appoint Meenu Chhabra, our true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution for her and in 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, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorney-in-fact and agent, 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 she might or could do in person, hereby ratifying and confirming all that saidattorney-in-fact and agent or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
/s/ Meenu Chhabra | President, Chief Executive Officer and Director (Principal Executive Officer) | March 8, 2019 | ||||||
Meenu Chhabra | ||||||||
/s/ Sandra Zimmerman | Interim Vice President of Finance (Principal Financial and Accounting Officer) | March 8, 2019 | ||||||
Sandra Zimmerman | ||||||||
/s/ M. James Barrett | Chairman of the Board of Directors | March 8, 2019 | ||||||
M. James Barrett, Ph.D. | ||||||||
/s/ Franklin M. Berger | Director | March 8, 2019 | ||||||
Franklin M. Berger, CFA | ||||||||
/s/ Jeffrey W. Kelly | Director | March 8, 2019 | ||||||
Jeffery W. Kelly, Ph.D. | ||||||||
/s/ Kim C. Drapkin | Director | March 8, 2019 | ||||||
Kim C. Drapkin | ||||||||
/s/ Emmanuel Dulac | Director | March 8, 2019 | ||||||
Emmanuel Dulac | ||||||||
/s/ David Arkowitz | Director | March 8, 2019 | ||||||
David Arkowitz |