As filed with the Securities and Exchange Commission on March 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Longboard Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 84-5009619 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
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4275 Executive Square, Suite 950 La Jolla, California | 92037 | ||
(Address of Principal Executive Offices) | (Zip Code) |
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Kevin R. Lind
President and Chief Executive Officer
Longboard Pharmaceuticals, Inc.
4275 Executive Square, Suite 950
La Jolla, California 92037
(858) 789-9283
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven M. Przesmicki. Esq. Asa M. Henin, Esq. Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000
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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 | ☐ | |||
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Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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| 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register additional securities of the same class as other securities for which a Registration Statement on Form S-8 of Longboard Pharmaceuticals, Inc. (the “Registrant”) relating to the same employee benefit plans is effective. The Registrant previously registered shares of voting common stock, par value $0.0001 per share (“Common Stock”), for issuance under the Registrant’s 2021 Equity Incentive Plan (the “Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) pursuant to Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2021 (File No. 333-254244), March 3, 2022 (File No. 333-263272) and March 2, 2023 (File No. 333-270236) (collectively, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference. The Registrant is registering (i) an aggregate of 1,471,034 additional shares of Common Stock pursuant to the provisions of the Plan and the ESPP providing for automatic increases in the number of shares of Common Stock reserved and available for issuance under the Plan and ESPP on January 1, 2024 and (ii) 1,000,000 additional shares of Common Stock reserved and available for issuance under the Plan to individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and 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 into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. 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 herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed below:
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Exhibit |
Description | |
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4.1 | ||
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4.2 | ||
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4.3 | ||
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5.1* | ||
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23.1* | ||
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23.2* | ||
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24.1* | ||
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99.1 | ||
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99.2 | ||
99.3 | ||
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99.4 | ||
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107* |
* | 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 the City of La Jolla, State of California, on March 12, 2024.
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LONGBOARD PHARMACEUTICALS, INC. | ||
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By: | /s/ Kevin R. Lind | |
Kevin R. Lind | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin R. Lind and Brandi L. Roberts, and each one 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 their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his 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.
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Name | Title | Date | ||
/s/ Kevin R. Lind | President, Chief Executive Officer and Director | March 12, 2024 | ||
Kevin R. Lind | (Principal Executive Officer) |
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/s/ Brandi L. Roberts | Executive Vice President and Chief Financial Officer | March 12, 2024 | ||
Brandi L. Roberts | (Principal Financial and Accounting Officer) |
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/s/ Vincent E. Aurentz | Director | March 12, 2024 | ||
Vincent E. Aurentz |
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/s/ Corinne Le Goff | Director | March 12, 2024 | ||
Corinne Le Goff, Pharm.D. |
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/s/ Casey C. Lynch | Director | March 12, 2024 | ||
Casey C. Lynch |
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/s/ Phillip M. Schneider | Director | March 12, 2024 | ||
Phillip M. Schneider |
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/s/ Paul J. Sekhri | Director | March 12, 2024 | ||
Paul J. Sekhri |
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/s/ Jane Tiller | Director | March 12, 2024 | ||
Jane Tiller, MBChB, FRCPsych |
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