As filed with the Securities and Exchange Commission on June 19, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AKCEA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 47-2608175 |
(State or other jurisdiction of |
| (I.R.S. Employer |
55 Cambridge Parkway, Suite 100
Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip code)
2015 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full titles of the plans)
Paula Soteropoulos
Chief Executive Officer
Akcea Therapeutics, Inc.
55 Cambridge Parkway, Suite 100
Cambridge, Massachusetts 02142
(617) 207-0202
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles S. Kim
Nicole C. Brookshire
Sean Clayton
Richard C. Segal
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 o |
| Accelerated filer o |
| Non-accelerated filer x |
| Smaller reporting company o Emerging growth companyx |
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. x
CALCULATION OF REGISTRATION FEE
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Title of Securities |
| Amount |
| Proposed |
| Proposed |
| Amount of |
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Common Stock, par value $0.001 per share |
| 5,500,000 shares | (3) | $ | 22.88 - 23.815 |
| $ | 127,948,610.13 |
| $ | 15,929.60 |
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) that become issuable under the Akcea Therapeutics, Inc. 2015 Equity Incentive Plan (the “2015 EIP”) and the Akcea Therapeutics, Inc. 2017 Employee Stock Purchase Plan (the “2017 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon (a) $22.88, which is the weighted-average exercise price for outstanding options granted under the 2015 EIP and (b) $23.815, which is based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on June 14, 2018. The chart below details the calculations of the registration fee.
Securities |
| Number of |
| Offering Price |
| Aggregate |
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Shares, of the 5,000,000 shares of Common Stock added to the shares authorized for issuance under the 2015 EIP, as amended, issuable upon the exercise of outstanding options granted under the 2015 EIP, as amended |
| 3,244,802 |
| $ | 22.88 | (2)(a) | $ | 74,241,069.76 |
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Shares reserved for future grant under the 2015 EIP, as amended |
| 1,755,198 |
| $ | 23.815 | (2)(b) | $ | 41,800,040.37 |
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Shares reserved for future grant under the 2017 ESPP |
| 500,000 |
| $ | 23.815 | (2)(b) | $ | 11,907,500.00 |
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Proposed Maximum Aggregate Offering Price |
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| $ | 127,948,610.13 |
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Registration Fee |
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| $ | 15,929.60 |
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(3) Represents (a) 5,000,000 shares of Common Stock added to the shares authorized for issuance under the 2015 EIP pursuant to an amendment to such plan approved by the registrant’s stockholders via written consent and (b) 500,000 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2017 ESPP on January 1, 2018, pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, on January 1 of each year from 2018 until 2027, the number of shares authorized for issuance under the Plan is automatically increased by a number equal to the amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 500,000 shares of Common Stock. Notwithstanding the foregoing, the Registrant’s board may act prior to the first day of any calendar year to provide that there will be no such increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2015 EIP and 2017 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 14, 2017 (File No. 333-219290). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit |
| Description |
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4.1(1) |
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4.2(2) |
| Amended and Restated Bylaws of the Registrant, as currently in effect. |
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4.3(3) |
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5.1 |
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23.1 |
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23.2 |
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24.1 |
| Power of Attorney. Reference is made to the signature page hereto. |
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99.1(4) |
| 2015 Equity Incentive Plan, as amended, and Form of Award Agreements. |
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99.2(5) |
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(1) Previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38137), originally filed with the Commission on May 7, 2018, and incorporated herein by reference.
(2) Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38137), originally filed with the Commission on July 19, 2017, and incorporated herein by reference.
(3) Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-216949), originally filed with the Commission on June 20, 2017, as amended, and incorporated herein by reference.
(4) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38137), originally filed with the Commission on April 20, 2018, and incorporated herein by reference.
(5) Previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-216949), originally filed with the Commission on June 20, 2017, as amended, and incorporated herein by reference.
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 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, Commonwealth of Massachusetts, on June 19, 2018.
| AKCEA THERAPEUTICS, INC. | |
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| By: | /s/ Paula Soteropoulos |
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| Paula Soteropoulos |
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| Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paula Soteropoulos and Michael MacLean, and each or any one of them, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits 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 to be done in connection therewith, as fully to all intents and purposes as he/she 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/her substitutes or substitute, 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 |
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/s/ Paula Soteropoulos |
| Chief Executive Officer and Director (Principal Executive Officer) |
| June 19, 2018 |
Paula Soteropoulos |
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/s/ Michael MacLean |
| Chief Financial Officer |
| June 19, 2018 |
Michael MacLean |
| (Principal Financial and Accounting Officer) |
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/s/ Stanley T. Crooke |
| Director |
| June 19, 2018 |
Stanley T. Crooke, M.D., Ph.D. |
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/s/ Sarah Boyce |
| President, Director |
| June 19, 2018 |
Sarah Boyce |
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/s/ Edward Fitzgerald |
| Director |
| June 19, 2018 |
Edward Fitzgerald |
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/s/ Christopher Gabrieli |
| Chairman of the Board of Directors |
| June 19, 2018 |
Christopher Gabrieli |
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/s/ Elaine Hochberg |
| Director |
| June 19, 2018 |
Elaine Hochberg |
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/s/ Richard A. Moscicki |
| Director |
| June 19, 2018 |
Richard A. Moscicki, M.D. |
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