As filed with the Securities and Exchange Commission on March 29, 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
CHECKMATE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 37-1657129 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
245 Main Street, 2nd Floor
Cambridge, MA 02142
(617) 682-3625
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Checkmate Pharmaceuticals, Inc. 2020 Stock Option and Incentive Plan
(Full title of the plans)
Barry Labinger
Chief Executive Officer
245 Main Street, 2nd Floor
Cambridge, MA 02142
(617) 682-3625
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell Bloom, Esq.
Benjamin Marsh, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be | Proposed maximum offering price per share | Proposed offering price | Amount of registration fee(4) | ||||
Common Stock, $0.0001 par value per share | 862,416 (2) | $13.47 (3) | $11,616,743.52 | $1,267.39 | ||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), which become issuable under the Checkmate Pharmaceuticals, Inc. 2020 Stock Option and Incentive Plan (the “2020 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) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 Plan on January 1, 2021 pursuant to an “evergreen” provision contained in the 2020 Plan. Shares available for issuance under the 2020 Plan were previously registered on the registration statement on Form S-8 filed with the Securities and Exchange Commission on August 11, 2020 (File No. 333-244375). |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the registrant’s Common Stock as reported on The Nasdaq Stock Exchange Global Market on March 23, 2021. |
(4) | Calculated pursuant to Section 6(b) of the Securities Act. |
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement has been filed by Checkmate Pharmaceuticals, Inc. to register 862,416 additional shares of Common Stock available for issuance under the 2020 Plan. This Registration Statement relates to securities of the same class as those that were previously registered by the registrant on a Registration Statement on Form S-8 (Reg. No. 333-244375), filed with the Securities and Exchange Commission on August 11, 2020 (the “2020 Registration Statement”).
Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2020 Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Refer to the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* | 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 Cambridge, State of Massachusetts, on this 29th day of March 2021.
CHECKMATE PHARMACEUTICALS, INC. | ||
By: | /s/ Barry Labinger | |
Name: Barry Labinger | ||
Title: President, Chief Executive Officer and Director |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Barry Labinger and Robert Dolski, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Barry Labinger | President, Chief Executive Officer and Director (Principal Executive Officer | March 29, 2021 | ||
Barry Labinger | ||||
/s/ Robert Dolski | Chief Financial Officer (Principal) Financial and Accounting Officer) | March 25, 2021 | ||
Robert Dolski | ||||
/s/ Michael Powell, Ph.D | Director (Chairman) | March 25, 2021 | ||
. Michael Powell, Ph.D. | ||||
/s/ Peter Colabuono | Director | March 25, 2021 | ||
Peter Colabuono | ||||
/s/ Keith Flaherty, M.D. | Director | March 25, 2021 | ||
Keith Flaherty, M.D. | ||||
/s/ Alan Fuhrman | Director | March 25, 2021 | ||
Alan Fuhrman | ||||
/s/ Oren Isacoff, M.D. | Director | March 25, 2021 | ||
Oren Isacoff, M.D. | ||||
/s/ Nilesh Kumar, Ph.D. | Director | March 25, 2021 | ||
Nilesh Kumar, Ph.D. |