As filed with the Securities and Exchange Commission on January 29, 2018
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Solid Biosciences Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0943402 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
161 First Street, Third Floor
Cambridge, MA 02142
(Address, including zip code, of Principal Executive Offices)
Solid Biosciences Inc. 2018 Omnibus Incentive Plan
(Full title of the plan)
Ilan Ganot
Chief Executive Officer
Solid Biosciences Inc.
161 First Street, Third Floor
Cambridge, MA 02142
(617)337-4680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Julie Allen, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Tel: (212)969-3000
Fax: (212)969-2900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☒ (Do not check if a smaller reporting company) | 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 of Securities 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 $0.001 per share | 5,010,000 | $16.00 | $80,160,000 | $9,979.92 | ||||
| ||||||||
| ||||||||
| (1) | This registration statement on FormS-8 covers 5,010,000 shares of common stock, par value $0.001 per share of the registrant (“Common Stock”) available for issuance under the Solid Biosciences Inc. 2018 Omnibus Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on FormS-8 covers any additional shares of the registrant that may become issuable under the Plan to prevent dilution by reason of any stock dividend, stock split, recapitalization or any other similar transaction. |
| (2) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $16.00 per share, which is the initial public offering price per share of Common Stock set forth on the cover page of the registrant’s prospectus dated January 25, 2018 relating to the registrant’s initial public offering. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Items 1 and 2 of Part I of the FormS-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the FormS-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this registration statement on FormS-8 (the “Registration Statement”) as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the “Commission”), are hereby incorporated by reference into this Registration Statement:
| (a) | The registrant’s prospectuses, which constitute a part of the registrant’s Registration Statement on FormS-1 (FileNo. 333-222357), as amended (the“S-1 Registration Statement”), filed on December 29, 2017, under the Securities Act, and any form of prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act in connection with theS-1 Registration Statement; and |
| (b) | The description of Common Stock set forth in the registrant’s registration statement on Form8-A (File No. 001-38360) filed with the Commission on January 22, 2018 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
All documents filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or that deregisters all offerings of securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (specifically excluding from incorporation any information that has been furnished and not filed on Form8-K pursuant to Item 2.02, 7.01 or 9.01).
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 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 be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being or having been in any such capacity, if he or she acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action, or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that with respect to an action brought by or in the right of the corporation such indemnification is limited to expenses (including attorneys’ fees). The registrant’s certificate of incorporation provides that the registrant must indemnify its directors and officers to the fullest extent permitted by Delaware law.
Section 102(b)(7) of the DGCL enables a corporation, in its certificate of incorporation or an amendment thereto, to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the directors’ fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The registrant’s certificate of incorporation provides for such limitations on liability for its directors.
In addition, the registrant maintains a policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(i)(1) and (a)(i)(2) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;
(ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof; and
(iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 onForm 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, State of Massachusetts, on January 29, 2018.
| SOLID BIOSCIENCES INC. | ||
| By: | /s/ Ilan Ganot | |
| Ilan Ganot | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Ilan Ganot and Jennifer Ziolkowksi, and each of them individually, with full power of substitution and resubstitution, his or her true and lawfulattorney-in fact and agent, with full powers to each of them to sign for us, in our names and in the capacities indicated below, this Registration Statement on FormS-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any and all amendments to said Registration Statement (including post-effective amendments), 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 each of us might or could do in person, and hereby ratifying and confirming all that saidattorneys-in-fact and agents, and each of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney may be executed in counterparts.
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 date indicated.
Signatures | Title | Date | ||||
| By: | /s/ Ilan Ganot Ilan Ganot | Chief Executive Officer and Director (Principal Executive Officer) | January 29, 2018 | |||
| By: | /s/ Gilad Hayeem Gilad Hayeem | President and Director | January 29, 2018 | |||
| By: | /s/ Jennifer Ziolkowski Jennifer Ziolkowski | Chief Financial Officer (Principal Financial and Accounting Officer) | January 29, 2018 | |||
| By: | /s/ Andrey Zarur Andrey Zarur, Ph.D. | Chairman of the Board of Directors | January 29, 2018 | |||
| By: | /s/ Matthew Arnold | Director | January 29, 2018 | |||
| Matthew Arnold | ||||||
| By: | /s/ Robert Huffines | Director | January 29, 2018 | |||
| Robert Huffines | ||||||
| By: | /s/ Adam Koppel | Director | January 29, 2018 | |||
| Adam Koppel, M.D., Ph.D. | ||||||
| By: | /s/ Rajeev Shah | Director | January 29, 2018 | |||
| Rajeev Shah | ||||||
| By: | /s/ Adam Stone | Director | January 29, 2018 | |||
| Adam Stone | ||||||
| By: | /s/ Lynne Sullivan | Director | January 29, 2018 | |||
| Lynne Sullivan | ||||||
