As filed with the Securities and Exchange Commission on November 14, 2018
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UROVANT SCIENCES LTD.
(Exact name of registrant as specified in its charter)
Bermuda | Not Applicable | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Suite 1, 3rd Floor 11-12 St. James’s Square London SW1Y 4LB United Kingdom | Not Applicable | |
(Address of principal executive office) | (Zip Code) | |
Urovant Sciences Ltd. 2017 Equity Incentive Plan, as Amended and Restated | ||
(Full title of the plan) |
Christine G. Ocampo
Senior Vice President and Chief Accounting Officer
Urovant Sciences, Inc.
5151 California Avenue, Suite 250
Irvine, CA 92617
(949)226-6029
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Frank F. Rahmani
John T. McKenna
Alison A. Haggerty
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650)843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-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. ☒
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee | ||||
Common Shares, $0.000037453 par value per common share | 1,212,916 shares(2) | $7.735 | $9,381,906 | $1,138 | ||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional common shares of the Registrant (“Common Shares”) that become issuable under the Urovant Sciences Ltd. 2017 Equity Incentive Plan, as amended and restated (the “2017 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Common Shares. |
(2) | Represents additional Common Shares reserved for future issuance under the 2017 Plan by reason of the automatic increase provisions therein. |
(3) | Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee on the basis of $7.735 per share, which is the average of the high and low prices of the Common Shares as reported on the Nasdaq Global Market on November 13, 2018. |
EXPLANATORY NOTE
Urovant Sciences Ltd. (the “Registrant”) is filing this Registration Statement onForm S-8 for the purpose of registering an additional 1,212,916 common shares, par value $0.000037453 per share (the “Common Shares”), issuable to eligible persons under the Urovant Sciences Ltd. 2017 Equity Incentive Plan, as amended and restated, which Common Shares are in addition to the Common Shares previously registered on the Registrant’s registration statement onForm S-8 filed on September 27, 2018 (FileNo. 333-227593) (the “Prior FormS-8”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
Pursuant to General Instruction E to FormS-8, the contents of the Prior FormS-8 are incorporated by reference herein.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 that also 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. | EXHIBITS. |
* | Filed herewith. |
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 Irvine, California, on this 14th day November, 2018.
UROVANT SCIENCES LTD. | ||
By: | /s/ Keith A. Katkin | |
Keith A. Katkin | ||
Principal Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith A. Katkin and Christine G. Ocampo, and each of them, as his or her true and lawfulattorneys-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 file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or their or his or her substitute or substitutes, 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 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Keith A. Katkin Keith A. Katkin | Principal Executive Officer and Director | November 14, 2018 | ||
/s/ Christine G. Ocampo Christine G. Ocampo | Principal Financial and Accounting Officer (Urovant’s authorized representative in the United States) | November 14, 2018 | ||
/s/ Myrtle S. Potter Myrtle S. Potter | Director | November 14, 2018 | ||
/s/ Sef P. Kurstjens, M.D., Ph.D. Sef P. Kurstjens, M.D., Ph.D. | Director | November 14, 2018 | ||
/s/ Pierre Legault Pierre Legault | Director | November 14, 2018 | ||
/s/ Frank M. Torti, M.D. Frank M. Torti, M.D. | Director | November 14, 2018 |