As filed with the Securities and Exchange Commission on May 21, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-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 incorporation or organization) | (I.R.S. Employer Identification No.) |
22 Boston Wharf Road, 9th Floor
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
Akcea Therapeutics, Inc. 2015 Equity Incentive Plan
Akcea Therapeutics, Inc. 2017 Employee Stock Purchase Plan
(Full titles of the plans)
Damien McDevitt
Chief Executive Officer
Akcea Therapeutics, Inc.
22 Boston Wharf Road, 9th Floor
Boston, Massachusetts 02210
(617)207-0202
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Nicole C. Brookshire
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, 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” inRule 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
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Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price | Proposed Maximum | Amount of Registration Fee | ||||
Common Stock, par value $0.001 per share | ||||||||
Akcea Therapeutics, Inc. 2015 Equity Incentive Plan | 5,000,000 shares(3) | $14.65 | $73,250,000 | $9,507.85 | ||||
Akcea Therapeutics, Inc. 2017 Employee Stock Purchase Plan | 500,000 shares(4) | $14.65 | $7,325,000 | $950.79 | ||||
Total | 5,500,000 shares | N/A | $80,575,000 | $10,458.64 | ||||
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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, as amended (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 Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on May 19, 2020. |
(3) | Represents an increase to the number of shares of Common Stock authorized for issuance under the 2015 EIP pursuant to an amendment to the 2015 EIP approved by the Registrant’s stockholders via written consent effective April 13, 2020. |
(4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2017 ESPP on January 1, 2020, pursuant to an “evergreen” provision contained in the 2017 ESPP. Pursuant to such provision, on January 1 of each year through January 1, 2027, the number of shares authorized for issuance under the 2017 ESPP is automatically increased by a number equal to the amount equal to the lesser of (1) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (2) 500,000 shares of Common Stock or (3) a number of shares determined by the Registrant’s board of directors that is less than (1) and (2). |
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 onForm S-8 relating to the same employee benefit plans is effective. Pursuant to General Instruction E toForm S-8, this Registration Statement hereby incorporates by reference the contents of (i) the Registration Statement onForm S-8 (File No. 333-219290) filed with the Securities and Exchange Commission (“SEC”) onJuly 14, 2017 relating to the Registrant’s 2015 EIP and 2017 ESPP; (ii) the Registration Statement onForm S-8 (FileNo. 333-225730) filed with the SEC onJune 19, 2018 relating to the Registrant’s 2015 EIP and 2017 ESPP; (iii) the Registration Statement onForm S-8 (FileNo. 333-228969) filed with the SEC onDecember 21, 2018 relating to the 2015 EIP; and (iv) the Registration Statement on FormS-8 (FileNo. 333-231613) filed with the SEC onMay 20, 2019 relating to the 2017 ESPP, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index below is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. | EXHIBITS. |
* | 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 Boston, Commonwealth of Massachusetts, on May 21, 2020.
AKCEA THERAPEUTICS, INC. | ||
By: | /s/ Damien McDevitt | |
Damien McDevitt | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Damien McDevitt and Joshua Patterson, and each or any one of them, his true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 saidattorneys-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 she/he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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 dates indicated.
Signature | Title | Date | ||
/s/ Damien McDevitt, Ph.D. | Chief Executive Officer and Director | May 21, 2020 | ||
Damien McDevitt, Ph.D. | (Principal Executive Officer) | |||
/s/ Michael Price | Chief Financial Officer | May 21, 2020 | ||
Michael Price | (Principal Financial and Accounting Officer) | |||
/s/ B. Lynne Parshall, J.D. | Chairman of the Board of Directors | May 21, 2020 | ||
B. Lynne Parshall, J.D. | ||||
/s/ Elaine Hochberg | Director | May 21, 2020 | ||
Elaine Hochberg | ||||
/s/ Joseph Klein, III | Director | May 21, 2020 | ||
Joseph Klein, III | ||||
/s/ Amber Salzman | Director | May 21, 2020 | ||
Amber Salzman, Ph.D. | ||||
/s/ Sandford D. Smith | Director | May 21, 2020 | ||
Sandford D. Smith | ||||
/s/ Michael Yang | Director | May 21, 2020 | ||
Michael Yang | ||||
/s/ Barbara Yanni | Director | May 21, 2020 | ||
Barbara Yanni |