As filed with the Securities and Exchange Commission on March 2, 2021
Registration No. 333-253776
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
SERES THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 27-4326290 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
200 Sidney Street
Cambridge, MA 02139
(Address of Principal Executive Offices) (Zip Code)
Seres Therapeutics, Inc. 2015 Incentive Award Plan
Seres Therapeutics, Inc. 2015 Employee Stock Purchase Plan
(Full Title of the Plan)
Eric D. Shaff
President and Chief Executive Officer
Seres Therapeutics, Inc.
200 Sidney Street
Cambridge, MA 02139
(Name and Address of Agent for Service)
(617) 945-9626
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6060
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.
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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8 (File No. 333-253776) filed with the Securities and Exchange Commission on March 2, 2021 (the “Original Filing”) is being filed by Seres Therapeutics, Inc. (the “Registrant”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended, solely to update Exhibits 5.1 and 23.2. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Original Filing. No additional securities are registered, and registration fees were paid upon filing of the Original Filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
+ Filed herewith.
* Previously filed as an exhibit to the Original Filing.
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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 2nd day of March, 2021.
SERES THERAPEUTICS, INC. | ||
By: | /s/ Eric D. Shaff | |
Eric D. Shaff President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
| TITLE |
| DATE | ||||
/s/ Eric D. Shaff Eric D. Shaff | President, Chief Executive Officer, Director (principal executive officer) | March 2, 2021 | ||||||
* Marcus Chapman | | Vice President, Finance and Principal Financial and Accounting Officer (principal accounting officer and principal financial officer) |
| March 2, 2021 | ||||
* Stephen Berenson | Chairman of the Board | March 2, 2021 | ||||||
* Dennis Ausiello, M.D. | Director | March 2, 2021 | ||||||
* Grégory Behar | Director | March 2, 2021 | ||||||
* Paul R. Biondi | Director | March 2, 2021 | ||||||
* Willard H. Dere, M.D. | Director | March 2, 2021 | ||||||
* Kurt C. Graves | Director | March 2, 2021 | ||||||
* Richard N. Kender | Director | March 2, 2021 | ||||||
* Meryl S. Zausner | Director | March 2, 2021 |
* By: | /s/ Eric D. Shaff | |
Name: | Eric D. Shaff | |
Title: | Attorney-in-Fact |