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
Finch Therapeutics Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 82-3433558 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
200 Inner Belt Road, Suite 400
Somerville, Massachusetts 02143
(617) 229-6499
(Address of principal executive offices) (Zip code)
Finch Therapeutics Group, Inc. 2021 Equity Incentive Plan
Finch Therapeutics Group, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Mark Smith, Ph.D.
Chief Executive Officer
Finch Therapeutics Group, Inc.
200 Inner Belt Road, Suite 400
Somerville, Massachusetts 02143
(617) 229-6499
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Marc Rubenstein
William Michener
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
(617) 951-7000
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Finch Therapeutics Group, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,402,679 additional shares of its common stock under the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares common stock reserved and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 480,535 additional shares of its common stock under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2023. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-254773) filed with the Commission on March 26, 2021.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. | EXHIBITS |
| Incorporated by Reference | |||||||||||
Exhibit | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||||
4.1 | Amended and Restated Certificate of Incorporation of Finch Therapeutics Group, Inc. | 8-K | 001-40227 | 3.1 | March 23, 2021 | |||||||
4.2 | Amended and Restated Bylaws of Finch Therapeutics Group, Inc. | 8-K | 001-40227 | 3.2 | March 23, 2021 | |||||||
4.3 | Form of Common Stock Certificate. | S-1/A | 333-253622 | 4.2 | March 15, 2021 | |||||||
5.1* | Opinion of Ropes & Gray LLP. | |||||||||||
23.1* | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | |||||||||||
23.2* | Consent of Ropes & Gray LLP (included in Exhibit 5.1). | |||||||||||
24.1* | Power of Attorney (included on the signature page of this Form S-8). | |||||||||||
99.1 | 2021 Equity Incentive Plan and forms of agreements thereunder. | S-8 | 333-254773 | 4.5 | March 26, 2021 | |||||||
99.2 | 2021 Employee Stock Purchase Plan. | S-8 | 333-254773 | 4.6 | March 26, 2021 | |||||||
107* | Filing fee table. |
* | Filed herewith |
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 Somerville, Massachusetts, on this 23rd day of March, 2023.
FINCH THERAPEUTICS GROUP, INC. | ||
By: | /s/ Mark Smith | |
Name: | Mark Smith, Ph.D. | |
Title: | Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Smith and Marc Blaustein, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 his, her 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.
Name | Title | Date | ||
/s/ Mark Smith | Chief Executive Officer and Director | March 23, 2023 | ||
Mark Smith, Ph.D. | (Principal Executive Officer) | |||
/s/ Marc Blaustein | Chief Operating Officer | March 23, 2023 | ||
Marc Blaustein | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Susan Graf | Chairman of the Board of Directors | March 23, 2023 | ||
Susan Graf | ||||
/s/ Domenic Ferrante | Director | March 23, 2023 | ||
Domenic Ferrante | ||||
/s/ Chris Shumway | Director | March 23, 2023 | ||
Chris Shumway | ||||
/s/ Nicholas Haft | Director | March 23, 2023 | ||
Nicholas Haft | ||||
/s/ Christian Lange | Director | March 23, 2023 | ||
Christian Lange | ||||
/s/ Jeffery Smisek | Director | March 23, 2023 | ||
Jeffery Smisek | ||||
/s/ Jo Viney | Director | March 23, 2023 | ||
Jo Viney, Ph.D. |