As filed with the Securities and Exchange Commission on March 23, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Applied Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 81-3405262 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
545 Fifth Avenue, Suite 1400 | 10017 |
| (Address of Principal Executive Offices) | (Zip Code) |
2019 Equity Incentive Plan
(Full title of the plan)
Shoshana Shendelman, Ph.D.
President and Chief Executive Officer
Applied Therapeutics, Inc.
545 Fifth Avenue, Suite 1400
New York, New York 10017
(212) 220-9226
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael J. Schwartz
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
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 | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
Emerging growth company x
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
EXPLANATORY NOTE
This Registration Statement on Form S–8 is being filed for the purpose of registering an additional 3,713,943 shares of Common Stock reserved for issuance under the 2019 Plan. These additional securities are additional securities of the same class as other securities for which a registration statement (File No. 333-231618) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2019 and a registration statement (File No. 333-255018) on Form S-8 was filed with the Commission on April 2, 2021. These additional securities have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2019 Plan, which provides that the total number of securities subject to the 2019 Plan will be increased on the first day of each calendar year pursuant to specified formulas.
Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
| ● | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 23, 2023; |
| ● | the Registrant’s Current Reports on Form 8-K, filed with the Commission on January 4, 2023 and February 24, 2023; and |
| ● | the description of the Registrant’s common stock contained in its Registration Statement on Form 8-A, filed with the Commission on May 6, 2019, and any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein.
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 herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed below:
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 New York, State of New York on March 23, 2023.
| Applied Therapeutics, Inc. | ||
| By: | /s/ SHOSHANA SHENDELMAN | |
| Shoshana Shendelman, Ph.D. | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shoshana Shendelman and Steven Ortega, and each or any one of them, his or her true and lawful attorney-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 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 or 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 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ SHOSHANA SHENDELMAN | Chief Executive Officer and Director | March 23, 2023 | ||
| Shoshana Shendelman, Ph.D. | (Principal Executive Officer) | |||
| /s/ STEVEN ORTEGA | Chief Accounting Officer | March 23, 2023 | ||
| Steven Ortega | (Principal Accounting Officer and Interim Principal Financial Officer) | |||
| /s/ LES FUNTLEYDER | Director | March 23, 2023 | ||
| Les Funtleyder | ||||
| /s/ STACY J. KANTER | Director | March 23, 2023 | ||
| Stacy J. Kanter | ||||
| /s/ TEENA LERNER | Director | March 23, 2023 | ||
| Teena Lerner, Ph.D. | ||||
| /s/ JOEL MARCUS | Director | March 23, 2023 | ||
| Joel S. Marcus | ||||
| /s/ JAY S. SKYLER | Director | March 23, 2023 | ||
| Jay S. Skyler, M.D., MACP |
