As filed with the Securities and Exchange Commission on March 11, 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
Bicycle Therapeutics plc
(Exact name of registrant as specified in its charter)
| England and Wales | Not applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
B900, Babraham Research Campus Cambridge CB22 3AT United Kingdom | Not applicable |
| (Address of Principal Executive Offices) | (Zip Code) |
Bicycle Therapeutics plc 2020 Equity Incentive Plan
Bicycle Therapeutics plc 2019 Employee Share Purchase Plan
(Full title of the plan)
Lee Kalowski
Chief Financial Officer
Bicycle Therapeutics Inc.
4 Hartwell Place
Lexington, Massachusetts 02421
(Name and address of agent for service)
(617)945-8155
(Telephone number, including area code, of agent for service)
Copy to:
Laura Berezin
Ryan Sansom
Jaime Chase
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304-1130
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 | x | Smaller reporting company | x |
| | | Emerging growth company | x |
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. x
CALCULATION OF REGISTRATION FEE
Title of securities to be
registered(1) | | Amount to be registered (2) | | Proposed
maximum
offering price per share | | | Proposed maximum aggregate offering price | | Amount of
registration fee | |
| Ordinary shares, nominal value £0.01 per share | | | | | | | | | | | | | |
| Reserved for issuance pursuant to the Bicycle Therapeutics plc 2020 Equity Incentive Plan | | 1,054,727 shares | | $ | 23.33 | (3) | | $ | 24,606,780.91 | | $ | 2,684.60 | |
| Reserved for issuance pursuant to the Bicycle Therapeutics plc 2019 Employee Share Purchase Plan | | 390,882 shares | | $ | 19.83 | (4) | | $ | 7,751,190.06 | | $ | 845.66 | |
| Total | | 1,445,609 shares | | | -- | | | $ | 32,357,970.97 | | $ | 3,530.26 | |
| (1) | These shares may be represented by the American Depositary Shares (“ADSs”) of Bicycle Therapeutics plc (the “Registrant”). Each ADS represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-231422). |
| (2) | The Registrant is filing this Registration Statement to register (a) 1,054,727 ordinary shares, nominal value £0.01 per share (the “Ordinary Shares”), of the Registrant that became available for issuance under the Bicycle Therapeutics plc 2020 Equity Incentive Plan (the “2020 Plan”), effective as of January 1, 2021, pursuant to the evergreen increase provision of the 2020 Plan, (b) 210,945 Ordinary Shares that became available for issuance under the Bicycle Therapeutics plc 2019 Employee Share Purchase Plan (the “ESPP”), effective as of January 1, 2021, pursuant to the evergreen increase provision of the ESPP, and (c) 179,937 Ordinary Shares that became available for issuance under the ESPP, effective as of January 1, 2020, pursuant to the evergreen increase provision of the ESPP. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant 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 the Registrant’s outstanding Ordinary Shares. |
| (3) | Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Registrant’s ADSs as reported on The Nasdaq Global Select Market on March 8, 2021. |
| (4) | Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on 85% of the average of the high and low sale prices of the Registrant’s ADSs as reported on The Nasdaq Global Select Market on March 8, 2021. Pursuant to the ESPP, the purchase price of the Ordinary Shares reserved for issuance thereunder will be 85% of the fair market value of an Ordinary Share on the first trading day of the offering period or on the exercise date, whichever is lower. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an additional (a) 1,054,727 Ordinary Shares under the 2020 Plan, pursuant to the provisions of the 2020 Plan providing for an automatic increase in the number of shares reserved and available for issuance under the 2020 Plan on January 1, 2021, (b) 210,945 Ordinary Shares under the ESPP, pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares reserved and available for issuance under the ESPP on January 1, 2021, and (c) 179,937 Ordinary Shares under the ESPP, pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares reserved and available for issuance under the ESPP on January 1, 2020. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
| (d) | The description of the Registrant’s Ordinary Shares and American Depositary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38916), filed by the Registrant with the Commission under Section 12(b) of the Exchange Act on May 20, 2019, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.6 to the Annual Report. |
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents, except for documents or information deemed furnished and not filed in accordance with the rules of the Commission. 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.
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 Cambridge, United Kingdom, on March 11, 2021.
| | By: | /s/ Kevin Lee |
| | | Kevin Lee, Ph.D., MBA |
| | | Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Bicycle Therapeutics plc, hereby severally constitute and appoint Kevin Lee and Lee Kalowski, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Bicycle Therapeutics plc 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 or necessary to be done in and about the premises, as full 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 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, this Registration Statement has been signed below by the following persons in the capacities on March 11, 2021.
| Name | | Title |
| /s/ Kevin Lee | | Chief Executive Officer and Director |
| Kevin Lee, Ph.D., MBA | | (Principal Executive Officer) |
| | | |
| /s/ Lee Kalowski | | Chief Financial Officer and President |
| Lee Kalowski, MBA | | (Principal Financial and Accounting Officer) |
| | | |
| /s/ Pierre Legault | | Chairman of the Board and Director |
| Pierre Legault, MBA, CPA | | |
| | | |
| /s/ Catherine Bingham | | Director |
| Catherine Bingham, MBA | | |
| | | |
| /s/ Janice Bourque | | Director |
| Janice Bourque, MBA | | |
| | | |
| /s/ Veronica Jordan | | Director |
| Veronica Jordan, Ph.D. | | |
| | | |
| /s/ Richard Kender | | Director |
| Richard Kender | | |
| | | |
| /s/ Gregory Winter | | Director |
| Sir Gregory Winter, FRS | | |
| | | |
| /s/ Lee Kalowski | | Authorized Representative in the United States |
| Lee Kalowski, MBA | | |
