Securities Registration: Employee Benefit Plan (s-8)
March 09 2018 - 10:06AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 9, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Arsanis, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
27-3181608
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
890 Winter Street, Suite 230
Waltham, Massachusetts
|
|
02451
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
2017 Equity Incentive Plan
(Full Title of the Plan)
René Russo, Pharm.D., BCPS
President and Chief Executive Officer
Arsanis, Inc.
890 Winter
Street, Suite 230
Waltham, Massachusetts
(Name and Address of Agent For Service)
(781)
819-5704
(Telephone Number, Including Area Code, of Agent For Service)
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
|
|
☒ (Do not check if a smaller reporting company)
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Securities to be Registered
|
|
Amount to be
Registered(1)
|
|
Proposed
Maximum
Offering
Price
Per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.001 per share
|
|
571,776 shares (2)
|
|
$15.55 (3)
|
|
$8,891,116.80 (3)
|
|
$1,107.00
|
|
|
|
|
|
(1)
|
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
|
|
(2)
|
Consists of 571,776 shares issuable under the 2017 Equity Incentive Plan.
|
|
(3)
|
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, and based upon the average of the high and low prices of the
Registrant’s Common Stock as reported on the Nasdaq Global Market on March 2, 2018.
|
EXPLANATORY NOTE
This Registration Statement on Form
S-8,
relating to the 2017 Equity Incentive Plan of Arsanis, Inc.
(the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form
S-8
has previously been filed
and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form
S-8,
File
No. 333-221622,
filed with the Securities and Exchange Commission on November 16, 2017 by the Registrant, relating to the Registrant’s 2010 Special Stock Incentive Plan, 2011 Stock Incentive Plan, 2017 Equity Incentive Plan and 2017 Employee Stock
Purchase Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index below is incorporated herein by reference.
Item 8. Exhibits.
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 Waltham, Commonwealth of
Massachusetts, on this 9th day of March, 2018.
|
|
|
|
|
ARSANIS, INC.
|
|
|
|
|
By:
|
|
/s/ René Russo
|
|
|
|
René Russo
|
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Arsanis, Inc., hereby severally constitute and appoint René Russo and Michael Gray, and each of them
singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form
S-8
filed herewith
and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Arsanis, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.
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.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ René Russo
|
|
President and Chief Executive Officer, Director
|
|
March 9, 2018
|
|
René Russo
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Michael Gray
|
|
Chief Operating Officer and Chief Financial Officer
|
|
March 9, 2018
|
|
Michael Gray
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Tillman U. Gerngross
|
|
Chairman of the Board
|
|
March 9, 2018
|
|
Tillman U. Gerngross
|
|
|
|
|
|
|
|
|
|
/s/ William Clark
|
|
Director
|
|
March 9, 2018
|
|
William Clark
|
|
|
|
|
|
|
|
|
|
/s/ Carl Gordon
|
|
Director
|
|
March 9, 2018
|
|
Carl Gordon
|
|
|
|
|
|
|
|
|
|
/s/ David McGirr
|
|
Director
|
|
March 9, 2018
|
|
David McGirr
|
|
|
|
|
|
|
|
|
|
/s/ Terrance McGuire
|
|
Director
|
|
March 9, 2018
|
|
Terrance McGuire
|
|
|
|
|
|
|
|
|
|
/s/ Claudio Nessi
|
|
Director
|
|
March 9, 2018
|
|
Claudio Nessi
|
|
|
|
|
|
|
|
|
|
/s/ Michael Ross
|
|
Director
|
|
March 9, 2018
|
|
Michael Ross
|
|
|
|
|
|
|
|
|
|
/s/ Amy Schulman
|
|
Director
|
|
March 9, 2018
|
|
Amy Schulman
|
|
|
|
|
Actelis Networks (NASDAQ:ASNS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Actelis Networks (NASDAQ:ASNS)
Historical Stock Chart
From Apr 2023 to Apr 2024
