As filed with the Securities and Exchange Commission on March 16, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLENA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 45-2729920 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
One Newton Executive Park, Suite 202
Newton, Massachusetts 02462
(Address of principal executive offices)
Allena Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan
(Full title of the plan)
Louis Brenner
Chief Executive Officer and President
Allena Pharmaceuticals, Inc.
One Newton Executive Park, Suite 202
Newton, Massachusetts 02462
(Name and address of agent for service)
(617)467-4577
(Telephone Number, Including area code, of Agent for Service)
Copy to:
Michael H. Bison
Daniel Lang
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617)570-1000
Fax: (617)523-1231
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” in Rule12b-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 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 | Amount of registration Fee | ||||
Common Stock (par value $0.001) | 989,400 shares (3) | $0.94 | $930,036 | $121 | ||||
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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 Registrant’s 2017 Stock Option and Incentive Plan (the “Plan”) 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. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s Common Stock, as quoted on the Nasdaq Global Select Market, on March 12, 2020. |
(3) | Represents an automatic increase to the number of shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2020. 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 7, 2019 (RegistrationNo. 333-230127), March 27, 2018 (RegistrationNo. 333-223939) and November 2, 2017 (RegistrationNo. 333-221306). |
EXPLANATORY NOTE
This Registration Statement on FormS-8 registers additional shares of Common Stock under the Registrant’s 2017 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2018, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 989,400 shares. This Registration Statement registers these additional 989,400 shares of Common Stock. The additional shares are of the same class as other securities relating to the above referenced plans for which the Registrant’s registration statements filed on FormS-8 onMarch 7, 2019 (RegistrationNo. 333-230127),March 27, 2018 (RegistrationNo. 333-223939) andNovember 2, 2017 (RegistrationNo. 333-221306) are effective. The information contained in the Registrant’s registration statements on FormS-8 (RegistrationNo. 333-230127, RegistrationNo. 333-223939 and RegistrationNo. 333-221306) are hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
(1) | Filed as Exhibit 3.1 to the Registrant’s Form8-K, filed previously with the Commission on November 6, 2017 and incorporated by reference herein. |
(2) | Filed as Exhibit 3.2 to the Registrant’s Form8-K, filed previously with the Commission on November 6, 2017 and incorporated by reference herein. |
(3) | Filed as Exhibit 4.1 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-220857), filed previously with the Commission on October 23, 2017 and incorporated by reference herein. |
(4) | Filed as Exhibit 4.2 to the Registrant’s Registration Statement on FormS-1 (FileNo. 333-220857), filed previously with the Commission on October 6, 2017 and incorporated by reference herein. |
(5) | Filed as Exhibit 4.3 to the Registrant’s Registration Statement on FormS-1 (FileNo. 333-220857), filed previously with the Commission on October 6, 2017 and incorporated by reference herein. |
(6) | Filed as Exhibit 4.4 to the Registrant’s Registration Statement on FormS-1 (FileNo. 333-220857) filed previously with the Commission on October 6, 2017 and incorporated by reference herein. |
(7) | Filed as Exhibit 10.2 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-220857), filed previously with the Commission on October 23, 2017 and incorporated by reference herein. |
* | Filed herewith. |
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 FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on March 16, 2020.
ALLENA PHARMACEUTICALS, INC. | ||
By: | /s/ Louis Brenner | |
Louis Brenner, M.D. | ||
Chief Executive Officer and President |
We, the undersigned officers and directors of Allena Pharmaceuticals, Inc., hereby severally constitute and appoint Louis Brenner, M.D. and Edward Wholihan, and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this registration statement on FormS-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Allena Pharmaceuticals, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and all amendments thereto.
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 indicated and on the date indicated.
Signature | Title | |||
/s/ Louis Brenner Louis Brenner, M.D. | Chief Executive Officer and President, Director (Principal Executive Officer) | March 16, 2020 | ||
/s/ Edward Wholihan Edward Wholihan | Chief Financial Officer (Principal Accounting Officer) | March 16, 2020 | ||
/s/ Alexey Margolin Alexey Margolin, Ph.D. | Chairman | March 16, 2020 | ||
/s/ Robert Alexander Robert Alexander, Ph.D. | Director | March 16, 2020 | ||
/s/ Allene Diaz Allene Diaz | Director | March 16, 2020 | ||
/s/ Andrew A. F. Hack Andrew A. F. Hack, M.D., Ph.D. | Director | March 16, 2020 | ||
/s/ Gino Santini Gino Santini | Director | March 16, 2020 | ||
/s/ Robert Tepper Robert Tepper, M.D. | Director | March 16, 2020 | ||
/s/ James N. Topper James N. Topper, M.D., Ph.D. | Director | March 16, 2020 |