As filed with the Securities and Exchange Commission on May 7, 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
B
ELLICUM
P
HARMACEUTICALS
, I
NC
.
(Exact name of registrant as specified in its charter)
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Delaware
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20-1450200
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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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2130 W. Holcombe Blvd., Ste. 800
Houston, Texas
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77030
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(Address of Principal Executive Offices)
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(Zip Code)
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2014 Equity Incentive Plan
(Full title of the plan)
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas 77030
(832)
384-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Karen E. Anderson, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, California 92121
Tel:
(858) 550-6000
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Atabak Mokari
Chief Financial Officer
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas 77030
(832)
384-1100
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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.
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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(3)
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Proposed
maximum
aggregate
offering price(3)
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Amount of
registration fee
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2014 Equity Incentive Plan
Common Stock, $0.01 par
value per share
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650,000 shares (2)
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$2.99-$3.42
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$2,071,695
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$252
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of the Registrants Common Stock (Common Stock) that become issuable under the Bellicum Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended (the 2014
Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Represents (a) shares of Common Stock underlying an option to purchase 300,000 shares of Common Stock,
which was granted pursuant to the 2014 Plan in compliance with Nasdaq Listing Rule 5635(c)(4) (the Inducement Award) and (b) an increase in the number of shares of Common Stock reserved for issuance under the 2014 Plan to be used
exclusively for the grant of inducement awards by an additional 350,000 shares of Common Stock (the Inducement Share Pool Increase).
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(3)
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This estimate is made pursuant to Rule 457(h) and Rule 457(c) of the Securities Act solely for purposes of
calculating the registration fee. The maximum offering price per share and the maximum aggregate offering price are calculated on the basis of (a) the exercise price of $3.42 per share for 300,000 shares of Common Stock reserved for issuance
pursuant to the stock option award referred to in footnote (2), and (b) the average of the high and low sales prices of the Registrants Common Stock on May 2, 2019, as reported on the Nasdaq Global Market, for 350,000 shares of
Common Stock reserved for issuance under the Inducement Share Pool Increase referred to in footnote (2).
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