As filed with the Securities and Exchange Commission on March 31, 2023
Registration No. 333-270870
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMPEL PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
| |
Delaware | 26-3058238 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
201 Elliott Avenue West, Suite 260
Seattle, WA 98119
(206) 568-1466
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plans)
Adrian Adams
President and Chief Executive Officer
Impel Pharmaceuticals Inc.
201 Elliott Avenue West, Suite 260
Seattle, WA 98119
(206) 568-1466
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Alan C. Smith, Esq.
Amanda L. Rose, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
1191 Second Avenue, Floor 10
Seattle, WA 98101
(206) 389-4510
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 (Check one).
| | | |
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. ☐
EXPLANATORY NOTE
On March 27, 2023, Impel Pharmaceuticals Inc., a Delaware Corporation (the “Company” or the “Registrant”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-270870) (the “Form S-8”) registering (i) 1,186,965 additional shares of common stock available for issuance under the Registrant’s 2021 Equity Incentive Plan (the “2021 EIP”), pursuant to the provision of the 2021 EIP providing for an annual 5% automatic increase in the number of shares reserved for issuance, and (ii) 237,393 additional shares of the Registrant’s common stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant the provision of the 2021 ESPP providing for an annual 1% automatic increase in the number of shares reserved for issuance.
The Registrant is amending the Form S-8 solely to refile the Amended and Restated Bylaws of the Registrant (the “Amended and Restated Bylaws") as an Exhibit 3.2 to the Form S-8, which due to an inadvertent error occurring during the edgarization process, previously included a non-functioning link. . We have included as Exhibit 3.2 to this Post-Effective Amendment No. 1 to the Form S-8 the corrected link for the Amended and Restated Bylaws of the Registrant.
II-1
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Exhibit | | Incorporated by Reference | Filed |
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| | | | | | |
3.1 | Restated Certificate of Incorporation, as amended to date. | 10-Q | 001-40353 | 3.1 | June 7, 2021 | |
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3.2 | Amended and Restated Bylaws of the Registrant | 10-K/A | 001-40353 | 3.2 | March 31, 2023 | |
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4.1 | Form of Registrant’s Common Stock certificate | S-1 | 333-254999 | 4.1 | April 2, 2021 | |
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5.1 | Opinion of Fenwick & West LLP | S-8 | 333-270870 | 5.1 | March 27, 2023 | |
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10.1 | 2021 Equity Incentive Plan and forms of award agreements thereunder | S-1/A | 333-254999 | 10.4 | April 19, 2021 | |
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10.2 | 2021 Employee Stock Purchase Plan and forms of award agreements thereunder | S-1/A | 333-254999 | 10.5 | April 19, 2021 | |
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23.1 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) | S-8 | 333-270870 | 23.1 | March 27, 2023 | |
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23.2 | Consent of Independent Registered Public Accounting Firm | S-8 | 333-270870 | 23.2 | March 27, 2023 | |
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24.1 | Power of Attorney (included on the signature page to this Registration Statement) | S-8 | 333-270870 | 24.1 | March 27, 2023 | |
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107 | Filing Fee Table | S-8 | 333-270870 | 107 | March 27, 2023 | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 31st day of March, 2023.
IMPEL PHARMACEUTICALS INC.
By: /s/ Adrian Adams
Adrian Adams
President and Chief Executive Officer
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 dates indicated.
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Signature | | Title | | Date | |
/s/ Adrian Adams | | Chief Executive Officer and Director | March 31, 2023 | |
Adrian Adams | | (Principal Executive Officer) | | |
/s/ Rajiv Amin | | Interim Chief Financial Officer | March 31, 2023 | |
Rajiv Amin | | (Principal Financial Officer and Principal Accounting Officer) | | |
* | | Director | March 31, 2023 | |
David Allison | | | | |
| | | | | |
* | | Director | March 31, 2023 | |
Timothy S. Nelson | | | |
| | | | | |
* | | Director | March 31, 2023 | |
H. Stewart Parker | | | |
| | | | | |
* | | Director | March 31, 2023 | |
Ali Satvat | | | |
| | | | | |
* | | Director | March 31, 2023 | |
Mahendra G. Shah | | | |
| | | | | |
* | | Director | March 31, 2023 | |
Diane E. Wilfong | | | |
| | | | | |
|
* By: /s/ Adrian Adams |
Adrian Adams Attorney-in-fact |
