As filed with the Securities and Exchange Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rhythm Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | | 46-2159271 |
(State or other jurisdiction of Incorporation or organization) | | (I.R.S. Employer Identification No.) |
222 Berkeley Street, Twelfth Floor
Boston, MA 02116
(857) 264-4280
(Address of principal executive offices) (Zip code)
Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan
(Full title of the plans)
David P. Meeker, M.D.
Chief Executive Officer, President and Chairman of the Board
Rhythm Pharmaceuticals, Inc.
222 Berkeley Street
12th Floor
Boston, MA 02116
(857) 264-4280
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
John Hancock Tower
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 | ý | 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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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, par value $0.001 per share | | 1,769,436 shares (2) | | $ | 25.87 | (3) | | $ | 45,775,309.32 | | | $ | 4,995 | |
| (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 an additional 1,769,436 shares issuable under the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “Plan”) pursuant to the terms of the 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, and based upon the average of the high and low prices of the Rhythm Pharmaceuticals, Inc.’s (the “Registrant”) common stock as reported on The Nasdaq Global Market on February 23, 2021. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,769,436 shares of the Registrant’s common stock to be issued pursuant to the Plan and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 (File Nos. 333-220925, 333-223647, 333-229642 and 333-236829 ), filed with the Securities and Exchange Commission, relating to the Plan, are incorporated herein by reference.
Item 8. Exhibits
| Exhibit Number | | Description |
| | |
| 4.1 | | Amended and Restated Certificate of Incorporation of Rhythm Pharmaceuticals, Inc., dated October 10, 2017 (incorporated by reference to Exhibit 3.1 to Rhythm Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q (File No. 001-38223) filed on May 4, 2020). |
| | |
| 4.2 | | Amended and Restated Bylaws of Rhythm Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to Rhythm Pharmaceuticals, Inc.’s Current Report on Form 8-K (File No. 001-38223) filed on December 11, 2020) |
| | |
| 5.1* | | Opinion of Latham & Watkins LLP |
| | |
| 23.1* | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
| | |
| 23.2* | | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| | |
| 24.1* | | Power of Attorney (included on signature page) |
| | | |
| 99.1 | | Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Rhythm Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q (File No. 001-38223) filed on November 14, 2017) |
| | | |
| * | 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 on Form 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, Commonwealth of Massachusetts, on March 1, 2021.
| | RHYTHM PHARMACEUTICALS, INC. |
| | |
| | By: | /s/ David P. Meeker, M.D. |
| | | David P. Meeker, M.D. |
| | | Chief Executive Officer, President and Chairman of the Board |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints David P. Meeker, M.D. and Hunter C. Smith, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ David P. Meeker, M.D. | | Chief Executive Officer, President and Director | | March 1, 2021 |
| David P. Meeker, M.D. | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Hunter C. Smith | | Chief Financial Officer | | March 1, 2021 |
| Hunter C. Smith | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Edward T. Mathers | | Lead Director | | March 1, 2021 |
| Edward T. Mathers | | | | |
| | | | | |
| /s/ Stuart Arbuckle | | Director | | March 1, 2021 |
| Stuart Arbuckle | | | | |
| | | | | |
| /s/ Camille L. Bedrosian, M.D. | | | | |
| Camille L. Bedrosian, M.D. | | Director | | March 1, 2021 |
| /s/ Todd Foley | | Director | | March 1, 2021 |
| Todd Foley | | | | |
| | | | | |
| /s/ Jennifer L. Good | | Director | | March 1, 2021 |
| Jennifer L. Good | | | | |
| | | | | |
| /s/ Christophe R. Jean | | Director | | March 1, 2021 |
| Christophe R. Jean | | | | |
| | | | | |
| /s/ David W. J. McGirr | | Director | | March 1, 2021 |
| David W. J. McGirr | | | | |
| | | | | |
| /s/ Lynn A. Tetrault, J.D. | | Director | | March 1, 2021 |
| Lynn A. Tetrault, J.D. | | | | |
