As filed with the Securities and Exchange Commission on February 25, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Kiniksa Pharmaceuticals, Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | | 98-1327726 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Clarendon House
2 Church Street
Hamilton HM11, Bermuda
(808) 451-3453
(Address of Principal Executive Offices) (Zip Code)
Kiniksa Pharmaceuticals, Ltd. 2018 Incentive Award Plan
Kiniksa Pharmaceuticals, Ltd. 2018 Employee Share Purchase Plan
(Full title of the plan)
Kiniksa Pharmaceuticals Corp.
100 Hayden Avenue
Lexington, MA 02421
(Name and address for agent for service)
(781) 431-9100
(Telephone number, including area code, of agent for service)
Copies to:
Johan V. Brigham
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
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 | | x | | 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 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 | | | Proposed
Maximum
Aggregate
Offering Price | | | Amount of
Registration Fee | |
| Class A common shares, par value $0.000273235 per share | | | 2,728,601 shares(2) | | | $23.98(4) | | | $65,437,311 | | | $7,140 | |
| Class A common shares, par value $0.000273235 per share | | | 130,000 shares(3) | | | $23.98(4) | | | $3,117,661 | | | $341 | |
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Kiniksa Pharmaceuticals, Ltd. 2018 Incentive Award Plan (the “2018 Plan”) and the Kiniksa Pharmaceuticals, Ltd. 2018 Employee Share Purchase Plan (the “2018 ESPP”) to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
| (2) | Consists of 2,728,601 Class A common shares that may become issuable under the 2018 Plan pursuant to its terms. |
| (3) | Consists of 130,000 Class A common shares that may become issuable under the 2018 ESPP pursuant to its terms. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Class A common shares as reported on the Nasdaq Global Select Market on February 19, 2021. |
PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,728,601 Class A common shares of Kiniksa Pharmaceuticals, Ltd. (the “Registrant”) to be issued pursuant to the 2018 Plan and an additional 130,000 Class A common shares of the Registrant to be issued pursuant to the 2018 ESPP. Registration Statements of the Registrant on Forms S-8 relating to the same employee benefit plans are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of the Registration Statements on Form S-8 (Reg. Nos. 333-225196 and 333-237589) filed with the Securities and Exchange Commission relating to the 2018 Plan and the 2018 ESPP are incorporated by reference herein.
| Number | | Description |
| | |
| 4.1 | | Amended and Restated Bye-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38492) filed on May 29, 2018) |
| | |
| 4.2 | | Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-224488) filed on April 27, 2018) |
| | |
| 5.1+ | | Opinion of Conyers Dill & Pearman Limited, counsel to the Registrant |
| | |
| 23.1+ | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
| | |
| 23.2+ | | Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
| | |
| 24.1+ | | Power of attorney (included on signature pages below) |
| | |
| 99.1 | | Kiniksa Pharmaceuticals, Ltd. 2018 Incentive Award Plan, and the form of share option grant notice and option agreement, form of restricted share grant notice and restricted share agreement, and form of restricted share unit grant notice and restricted share unit agreement thereunder (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File. No. 001-38492) filed on May 4, 2020). |
| | | |
| 99.2 | | 2018 Incentive Award Plan; Sub-Plan for UK Employees, and the form of share option grant notice for UK participants (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (Reg. No. 333-229394) filed on January 28, 2019) |
| | | |
| 99.3 | | Form of Restricted Share Unit Grant Notice for UK participants under the 2018 Incentive Award Plan; Sub-Plan for UK Employees (incorporated by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-237589) filed on April 7, 2020) |
SIGNATURES
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 San Diego, California on this 25th day of February 2021.
| | KINIKSA PHARMACEUTICALS, LTD. |
| | | |
| | By: | /s/ Sanj K. Patel |
| | | Sanj K. Patel Chief Executive Officer and Chairman of the Board |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sanj K. Patel and Mark Ragosa, or either of them, as his or her true and lawful attorneys-in-fact and agents, 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 file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 their substitute or substitutes 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/ Sanj K. Patel Sanj K. Patel | | Chief Executive Officer and Chairman of the Board (principal executive officer) | | February 25, 2021 |
| | | | | |
/s/ Mark Ragosa Mark Ragosa | | VP, Interim Chief Financial Officer (principal financial officer) | | February 25, 2021 |
| | | | | |
| /s/ Michael R. Megna Michael R. Megna | | VP, Finance and Chief Accounting Officer (principal accounting officer) | | February 25, 2021 |
| | | | |
/s/ Felix J. Baker Felix J. Baker | | Lead Independent Director | | February 25, 2021 |
| | | | | |
/s/ Stephen R. Biggar Stephen R. Biggar | | Director | | February 25, 2021 |
| | | | | |
/s/ G. Bradley Cole G. Bradley Cole | | Director | | February 25 2021 |
/s/ Richard S. Levy Richard S. Levy | | Director | | February 25, 2021 |
| | | |
/s/ Thomas R. Malley Thomas R. Malley | | Director | | February 25, 2021 |
| | | |
/s/ Tracey L. McCain Tracey L. McCain | | Director | | February 25, 2021 |
| | | |
/s/ Kimberly J. Popovits Kimberly J. Popovits | | Director | | February 25, 2021 |
| | | |
/s/ Barry D. Quart Barry D. Quart | | Director | | February 25, 2021 |
U.S. AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the duly authorized representative in the United States of the Registrant has signed this registration statement, on this 25th day of February 2021.
| | KINIKSA PHARMACEUTICALS CORP. |
| | |
| | By: | /s/ Sanj K. Patel |
| | | Sanj K. Patel |
| | | Chief Executive Officer |
