Table of Contents
As filed with the Securities and Exchange Commission on May 8, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KALEIDO BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 47-3048279 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
65 Hayden Avenue
Lexington, MA 02421
(617)674-9000
(Address of Principal Executive Offices)
Kaleido Biosciences, Inc. 2019 Stock Option and Incentive Plan
Kaleido Biosciences, Inc. 2019 Employee Stock Purchase Plan
(Full Title of the Plans)
Alison Lawton
Chief Executive Officer
65 Hayden Avenue
Lexington, MA 02421
(617)674-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kingsley L. Taft
Laurie A. Burlingame
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617)570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 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. ☐
Table of Contents
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
2019 Stock Option and Incentive Plan Common Stock, $0.001 par value per share | 1,204,810 shares(3) | $6.68 | $8,048,130.80 | $1,044.65 | ||||
2019 Employee Stock Purchase Plan Common Stock, $0.001 par value per share | 301,277 shares(4) | $6.68 | $2,012,530.36 | $261.23 | ||||
Total | 1,506,087 shares | $10,060,661.16 | $1,305.88 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $6.68, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Select Market on May 4, 2020. |
(3) | Represents an automatic increase to the number of shares available for issuance under the 2019 Stock Option and Incentive Plan, in accordance with the automatic annual increase provision of the 2019 Stock Option and Incentive Plan. Shares available for issuance under the 2019 Stock Option and Incentive Plan were previously registered on FormS-8 filed with the Securities and Exchange Commission on March 8, 2019 (RegistrationNo. 333-230167). |
(4) | Represents an automatic increase to the number of shares available for issuance under the 2019 Employee Stock Purchase Plan, in accordance with the automatic annual increase provision of the 2019 Employee Stock Purchase Plan. Shares available for issuance under the 2019 Employee Stock Purchase Plan were previously registered on FormS-8 filed with the Securities and Exchange Commission on March 8, 2019 (RegistrationNo. 333-230167). |
Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.
Table of Contents
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on FormS-8 is filed to register the offer and sale of (i) an additional 1,204,810 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 2019 Stock Option and Incentive Plan and (ii) an additional 301,277 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 2019 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statement on FormS-8, FileNo. 333-230167, filed by the Registrant on March 8, 2019, relating to the Registrant’s 2015 Stock Incentive Plan, 2019 Stock Option and Incentive Plan and 2019 Employee Stock Purchase Plan pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on FormS-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* | Filed herewith. |
Table of Contents
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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 8th day of May, 2020.
KALEIDO BIOSCIENCES, INC.
| ||
By: | /s/ Alison Lawton | |
Alison Lawton Chief Executive Officer, President and Director |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Alison Lawton and William Duke as such person’s true and lawfulattorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each saidattorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and confirming all that any saidattorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Alison Lawton Alison Lawton | Chief Executive Officer, President and Director (Principal Executive Officer) | May 8, 2020 | ||
/s/ William Duke William Duke | Chief Financial Officer (Principal Financial and Accounting Officer) | May 8, 2020 | ||
/s/ Michael Bonney Michael Bonney | Executive Chair | May 8, 2020 | ||
/s/ Bonnie Bassler, Ph.D. Bonnie Bassler, Ph.D. | Director | May 8, 2020 | ||
/s/ Grady Burnett Grady Burnett | Director | May 8, 2020 | ||
/s/ Theo Melas-Kyriazi Theo Melas-Kyriazi | Director | May 8, 2020 |
Table of Contents
/s/ Jean Mixer Jean Mixer | Director | May 8, 2020 | ||
/s/ Anne Prener, M.D., Ph.D. Anne Prener, M.D., Ph.D. | Director | May 8, 2020 | ||
/s/ Anthony G. Quinn, M.D., Ph.D. Anthony G. Quinn, M.D., Ph.D. | Director | May 8, 2020 | ||
/s/ Geoffrey von Maltzahn, Ph.D. Geoffrey von Maltzahn, Ph.D. | Director | May 8, 2020 |