As filed with the Securities and Exchange Commission on February 7, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DECIPHERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 30-1003521 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
200 Smith Street
Waltham, MA 02451
(781) 209-6400
(Address of Principal Executive Offices)
Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan
Deciphera Pharmaceuticals, Inc. 2017 Employee Stock Purchase Plan
Deciphera Pharmaceutics, Inc. 2022 Inducement Plan, as amended
(Full title of the plans)
Steven L. Hoerter
President & Chief Executive Officer
Deciphera Pharmaceuticals, Inc.
200 Smith Street
Waltham, MA 02451
(781) 209-6400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard A. Hoffman, Esq.
Sarah Ashfaq, 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers (i) additional shares of common stock, $0.01 par value per share (“Common Stock”), of Deciphera Pharmaceuticals, Inc. (the “Registrant”) under the Registrant’s 2017 Stock Option and Incentive Plan (the “2017 Plan”), (ii) additional shares of Common Stock under the Registrant’s 2017 Employee Stock Purchase Plan (the “ESPP”) and (iii) additional shares of Common Stock under the Registrant’s 2022 Inducement Plan, as amended (the “Inducement Plan” and together with the 2017 Plan and the ESPP, the “Plans”).
The number of shares of Common Stock reserved and available for issuance under the 2017 Plan is subject to an automatic annual increase on each January 1, beginning in 2018, by an amount equal to four percent (4%) 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 approved by the Administrator (as defined in the 2017 Plan). Accordingly, on January 1, 2024, the number of shares of Common Stock reserved and available for issuance under the 2017 Plan increased by 3,220,133 shares. The number of shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on each January 1, beginning in 2018, by the lesser of (i) 400,000 shares, (ii) one percent (1%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). Accordingly, on January 1, 2024, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 400,000 shares. On January 26, 2024, the Registrant’s board of directors approved an amendment to the Inducement Plan to increase the number of shares reserved and available for issuance under the Inducement Plan by 355,600 shares. This Registration Statement registers these additional 3,975,734 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plans for which the Registrant’s Registration Statements filed on Form S-8 on October 6, 2017 (Registration No. 333-220866), March 28, 2018 (Registration No. 333-223992) March 14, 2019 (Registration No. 333-230270) March 9, 2020 (Registration No. 333-237031) February 9, 2021 (Registration No. 333-252904) February 8, 2022 (Registration No. 333-262595) and February 7, 2023 (Registration No. 333-269614) are effective. The information contained in the Registrant’s Registration Statements on Form S-8 (Registration No. 333-220866, Registration No. 333-223992, Registration No. 333-230270, Registration No. 333-237031, Registration No. 333-252904, Registration No. 333-262595 and Registration No. 333-269614) are hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
EXHIBIT INDEX
* | Filed herewith. |
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 Waltham, Commonwealth of Massachusetts, on the 7th day of February, 2024.
DECIPHERA PHARMACEUTICALS, INC. | ||
By: | /s/ Steven L. Hoerter | |
Steven L. Hoerter President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven L. Hoerter and Thomas P. Kelly his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her 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 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 he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 and on the date indicated.
Signature | Title | Date | ||
/s/ Steven L. Hoerter Steven L. Hoerter | President, Chief Executive Officer and Director (Principal Executive Officer) | February 7, 2024 | ||
/s/ Thomas P. Kelly Thomas P. Kelly | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | February 7, 2024 | ||
/s/ Patricia L. Allen Patricia L. Allen | Director | February 7, 2024 | ||
/s/ Edward J. Benz, Jr., M.D. Edward J. Benz, Jr., M.D. | Director | February 7, 2024 | ||
/s/ James A. Bristol, Ph.D. James A. Bristol, Ph.D. | Director | February 7, 2024 | ||
/s/ Frank S. Friedman Frank S. Friedman | Director | February 7, 2024 | ||
/s/ Susan L. Kelley, M.D. Susan L. Kelley, M.D. | Director | February 7, 2024 | ||
/s/ John R. Martin John R. Martin | Director | February 7, 2024 | ||
/s/ Ron Squarer Ron Squarer | Director | February 7, 2024 | ||
/s/ Dennis L. Walsh Dennis L. Walsh | Director | February 7, 2024 |