As filed with the Securities and Exchange Commission on February 26, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Epizyme, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 26-1349956 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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400 Technology Square Cambridge, MA | | 02139 |
(Address of Principal Executive Offices) | | (Zip Code) |
2013 Stock Incentive Plan
(Full title of the plan)
Robert B. Bazemore
President and Chief Executive Officer
Epizyme, Inc.
400 Technology Square
Cambridge, MA 02139
(Name and address of agent for service)
(617)229-5872
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, 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 Rule12b-2 of the Exchange Act.
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Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | | ☐ |
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| | | | 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 | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Common Stock, $0.0001 par value per share | | 2,500,000 shares(2) | | $11.96(3) | | $29,900,000(3) | | $3,623.88 |
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(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Consists of 2,500,000 additional shares issuable under the 2013 Stock Incentive Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $11.96, the average of the high and low price of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 22, 2019. |