As filed with the Securities and Exchange Commission on March 11, 2019
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)
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Delaware
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27-3181608
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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950 Winter Street, Suite 4500
Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full Title of the Plan)
Michael P. Gray
President and Chief Executive Officer, Chief Financial Officer
Arsanis, Inc.
950 Winter
Street, Suite 4500
Waltham, Massachusetts 02451
(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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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874,333 shares (2)
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$3.06 (3)
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$2,675,459.00 (3)
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$324.27
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(1)
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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.
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(2)
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Consists of (i) 582,889 additional shares issuable under the 2017 Equity Incentive Plan and (ii)
291,444 additional shares issuable under the 2017 Employee Stock Purchase Plan.
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(3)
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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 6, 2019.
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