As filed with the Securities and Exchange Commission on March 15, 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
SPERO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-4590683 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
675 Massachusetts Avenue, 14th Floor Cambridge, Massachusetts | 02139 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
SPERO THERAPEUTICS, INC. 2019 INDUCEMENT EQUITY INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Satyavrat Shukla, Chief Executive Officer and President
Spero Therapeutics, Inc.
675 Massachusetts Avenue, 14th Floor
Cambridge, Massachusetts 02139
(Name and address of agent of service)
(857) 242-1600
(Telephone number, including area code, of agent for service)
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 registers an aggregate of 500,000 additional shares of common stock of Spero Therapeutics, Inc. (the “Registrant”) reserved under the Spero Therapeutics, Inc. 2019 Inducement Equity Incentive Plan, as amended (the “2019 Plan”), representing an increase of 500,000 shares reserved under the 2019 Plan effective March 6, 2024. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-230283) relating to an employee benefit plan is effective. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on March 14, 2019 (File No. 333-230283) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 Cambridge, Commonwealth of Massachusetts, on March 15, 2024.
| SPERO THERAPEUTICS, INC. | ||
| By: | /s/ Satyavrat Shukla | |
| Satyavrat Shukla | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Satyavrat Shukla and Esther Rajavelu, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Spero Therapeutics, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or 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 the attorneys-in-fact and agents or any of each of them or their 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 | ||
/s/ Satyavrat Shukla Satyavrat Shukla | President, Chief Executive Officer and Director (Principal Executive Officer) | March 15, 2024 | ||
/s/ Esther Rajavelu Esther Rajavelu | Chief Financial Officer, Chief Business Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | March 15, 2024 | ||
/s/ Ankit Mahadevia, M.D. Ankit Mahadevia, M.D. | Chairman | March 15, 2024 | ||
/s/ Milind Deshpande, Ph.D. Milind Deshpande, Ph.D. | Director | March 15, 2024 | ||
/s/ Scott Jackson Scott Jackson | Director | March 15, 2024 | ||
/s/ John C. Pottage, Jr., M.D. John C. Pottage, Jr., M.D. | Director | March 15, 2024 | ||
/s/ Cynthia Smith Cynthia Smith | Director | March 15, 2024 | ||
/s/ Frank E. Thomas Frank E. Thomas | Director | March 15, 2024 | ||
/s/ Kathleen Tregoning Kathleen Tregoning | Director | March 15, 2024 | ||
/s/ Patrick Vink, M.D. Patrick Vink, M.D. | Director | March 15, 2024 | ||
