As filed with the Securities and Exchange Commission on March 30, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RAPT Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 47-3313701 (I.R.S. Employer Identification No.) | |
561 Eccles Avenue South San Francisco, California (Address of Principal Executive Offices) | 94080 (Zip Code) | |
2019 Equity Incentive Plan
(Full title of the plan)
Brian Wong
President and Chief Executive Officer
RAPT Therapeutics, Inc.
561 Eccles Avenue
South San Francisco, California 94080
(Name and address of agent for service)
(650)489-9000
(Telephone number, including area code, of agent for service)
Copies to:
Michael
Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650)843-5000
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” in Rule12b-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 Registered (1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share | ||||||||
– 2019 Equity Incentive Plan | 873,321 shares | $16.36 | $14,287,531.56 | $1,854.52 | ||||
Total | 873,321 shares | $14,287,531.56 | $1,854.52 | |||||
| ||||||||
| ||||||||
| (1) | Represents additional shares that were automatically added to the shares reserved for future issuance under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) on January 1, 2020 pursuant to the automatic share increase provision of the 2019 Plan. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock of RAPT Therapeutics, Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable. |
| (2) | Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee, The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock, as reported on The Nasdaq Global Select Market on March 25, 2020. |
EXPLANATORY NOTE
The Registrant is filing this Registration Statement for the purpose of registering an additional 873,321 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), to be issued pursuant to the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”). These shares being registered pursuant to this Registration Statement are the same class as and in addition to other securities for which an earlier registration statement related to the 2019 Plan was filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2019 (File No. 333-234448) (the “Prior Registration Statement”). In accordance with General Instruction E of FormS-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
| ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report onForm 10-K (FileNo. 001-38997) for the fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020.
(b) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above (other than information in any Current Report on Form8-K deemed to have been furnished and not filed in accordance with the rules of the Commission and, except as may be noted in any such Form8-K, exhibits filed on such Form8-K that are related to such information).
(c) The description of the Registrant’s Common Stock filed as Exhibit 4.2 to the Registrant’s Annual Report on Form10-K (FileNo. 001-38997) for the fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020, including any amendment or report filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 8. | EXHIBITS |
The exhibits to this Registration Statement are listed below.
Exhibit | Exhibit Description | Incorporated by Reference | Filed Herewith | |||||||||
| Form | File No. | Exhibit No. | Filed On | |||||||||
| 4.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-38997 | 3.1 | 11/04/19 | |||||||
| 4.2 | Amended and Restated Bylaws | 8-K | 001-38997 | 3.2 | 11/04/19 | |||||||
| 4.3 | Form of Common Stock Certificate | S-1 | 333-232572 | 4.1 | 07/22/19 | |||||||
| 4.4 | RAPT Therapeutics, Inc. 2019 Equity Incentive Plan | S-1 | 333-232572 | 10.4 | 07/22/19 | |||||||
| 4.5 | Form of Restricted Stock Unit Award Agreement and Grant Notice for RAPT Therapeutics, Inc. 2019 Equity Incentive Plan | S-1 | 333-232572 | 10.5 | 07/22/19 | |||||||
| 4.6 | Form of Stock Option Agreement and Grant Notice for RAPT Therapeutics, Inc. 2019 Equity Incentive Plan | S-1 | 333-232572 | 10.6 | 07/22/19 | |||||||
| 5.1 | Opinion of Cooley LLP | X | ||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||
| 23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1 to this Registration Statement | X | ||||||||||
| 24.1 | Power of Attorney. Reference is made to the signature page of this Registration Statement | X | ||||||||||
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 South San Francisco, State of California on March 30, 2020.
| RAPT THERAPEUTICS, INC. | ||
| By: | /s/ Brian Wong, M.D. Ph.D. | |
| Brian Wong, M.D. Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Wong and Rodney Young, and each or any one of them, his or her true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, 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, 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 he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their, his or 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, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Brian Wong, M.D., Ph.D. Brian Wong, M.D., Ph.D. | President, Chief Executive Officer and Director (principal executive officer) | March 30, 2020 | ||
/s/ Rodney Young Rodney Young | Chief Financial Officer and Secretary (principal financial officer) | March 30, 2020 | ||
/s/ Karen C. Lam Karen C. Lam | Vice President, Finance and Corporate Controller (principal accounting officer) | March 30, 2020 | ||
/s/ William Rieflin William Rieflin | Chair of the Board of Directors | March 30, 2020 | ||
/s/ Michael F. Giordano, M.D. Michael F. Giordano, M.D. | Director | March 30, 2020 | ||
/s/ David V. Goeddel, Ph.D. David V. Goeddel, Ph.D. | Director | March 30, 2020 | ||
/s/ Mary Ann Gray, Ph.D. Mary Ann Gray, Ph.D. | Director | March 30, 2020 | ||
/s/ Linda Kozick Linda Kozick | Director | March 30, 2020 | ||
/s/ Wendye Robbins, M.D. Wendye Robbins, M.D. | Director | March 30, 2020 | ||
