As filed with the Securities
and Exchange Commission on November 20, 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
CARA
THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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75-3175693
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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4
Stamford Plaza
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107
Elm Street
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Stamford,
Connecticut
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06902
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(Address of principal
executive office)
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(Zip Code)
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Cara Therapeutics, Inc.
2019 Inducement Plan
(Full title of the plans)
Derek Chalmers, Ph.D.,
D.Sc.
Chief Executive Officer
Cara Therapeutics, Inc.
4 Stamford
Plaza
107 Elm Street,
9th Floor
Stamford, Connecticut
(203) 406-3700
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Babak Yaghmaie
Darren DeStefano
Alison Haggerty
Cooley LLP
55
Hudson Yards
New
York, NY 10001
(212) 479-6000
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. (Check
one):
Large Accelerated
filer
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o
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Accelerated
filer
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x
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Non-accelerated
filer
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o
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Smaller reporting
company
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x
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Emerging growth
company
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x
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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. x
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(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $0.001 par value per
share
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300,000
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$
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21.19
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$
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6,357,000
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$
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825.14
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(1)
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 Registrant’s common
stock that become issuable in respect of the securities identified
in the above table by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant’s receipt of consideration which results in an increase
in the number of the outstanding shares of the Registrant’s common
stock.
(2)
Estimated pursuant to Rules 457(c) and (h) of the
Securities Act, solely for the purpose of calculating the
registration fee, on the basis of the average of the high and low
prices of the Registrant’s common stock as reported on the Nasdaq
Global Market on November 18, 2019.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan
Information.
Not
required to be filed with this Registration Statement.
Item 2. Registrant
Information and Employee Plan Annual Information.
Not
required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following documents filed by Cara Therapeutics, Inc. (the
“Registrant”) with the Securities and Exchange Commission (the
“Commission”) are incorporated by reference into this Registration
Statement:
(a)
The Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2018, filed with the Commission on March 12,
2019.
(b)
The Registrant’s Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30 and September 30,
2019, filed with the Commission on
May 7,
August 7 and
November 5, 2019, respectively.
(c)
The Registrant’s Current Reports on Form 8-K filed with the
Commission on
May 29,
June 5,
July 12,
July 24,
July 29 and
August 21, 2019, to the extent the information in such
reports is filed and not furnished.
(d)
The description of the Registrant’s Common Stock contained in the
Registrant’s
Registration Statement on Form 8-A, filed with the Commission
on January 27, 2014 (File No. 001-36279) under the
Exchange Act of 1934, as amended (the “Exchange Act”), including
any amendment or report filed for the purpose of updating such
description.
All
other reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than Current Reports furnished under Item 2.02
or Item 7.01 of Form 8-K and exhibits furnished on such form
that relate to such items) on or after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports
and documents. 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.
Item 4. Description of
Securities.
Not
applicable.
Item 5. Interests of
Named Experts and Counsel.
Not
applicable.
Item 6. Indemnification
of Directors and Officers.
The
Registrant is incorporated under the laws of the State of Delaware.
Section 102 of the Delaware General Corporation Law, or DGCL,
permits a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director,
except where the director breached his duty of loyalty, failed to
act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit.
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Section 145 of the DGCL provides that a
corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons
serving at the request of the corporation in related capacities
against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by the
person in connection with an action, suit or proceeding to which he
is or is threatened to be made a party by reason of such position,
if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the corporation, and, in any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful,
except that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
As
permitted by the DGCL, the Registrant’s amended and restated
certificate of incorporation and bylaws provide that: (i) the
Registrant is required to indemnify its directors to the fullest
extent permitted by the DGCL; (ii) the Registrant may, in its
discretion, indemnify its officers, employees and agents as set
forth in the DGCL; (iii) the Registrant is required, upon
satisfaction of certain conditions, to advance all expenses
incurred by its directors in connection with certain legal
proceedings; (iv) the rights conferred in the bylaws are not
exclusive; and (v) the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees
and agents.
The
Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify them
against expenses, judgments, fines, settlements and other amounts
that any such person becomes legally obligated to pay (including
with respect to a derivative action) in connection with any
proceeding, whether actual or threatened, to which such person may
be made a party by reason of the fact that such person is or was a
director or an executive officer of the Registrant or any of its
affiliates, provided such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to,
the Registrant’s best interests. The indemnification agreements
also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder. At present, no litigation or
proceeding is pending that involves any of the Registrant’s
directors or officers regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification.
The
Registrant maintains a directors’ and officers’ liability insurance
policy. The policy insures directors and officers against
unindemnified losses arising from certain wrongful acts in their
capacities as directors and officers and reimburses the Registrant
for those losses for which it has lawfully indemnified the
directors and officers. The policy contains various
exclusions.
Item 7. Exemption from
Registration Claimed.
Not
applicable.
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Item 8.
Exhibits.
(1)
Filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K (File No. 001-36279) filed with the Commission
on February 7, 2014 and incorporated herein by reference.
(2)
Filed as Exhibit 3.2 to the Registrant’s Current Report on
Form 8-K (File No. 001-36279) filed with the Commission
on February 7, 2014 and incorporated herein by reference.
(3)
Filed as Exhibit 4.1 to Pre-effective Amendment No. 2 to
the Registrant’s Registration Statement on Form S-1
Registration No. 333-192230) filed with the Commission on
January 17, 2014 and incorporated herein by reference.
(4)
Filed as Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K (File No. 001-36279) filed with the Commission
on November 20, 2019 and incorporated herein by reference.
(5)
Filed as Exhibit 10.2 to the Registrant’s Current Report on
Form 8-K (File No. 001-36279) filed with the Commission
on November 20, 2019 and incorporated herein by reference.
(6)
Filed as Exhibit 10.3 to the Registrant’s Current Report on
Form 8-K (File No. 001-36279) filed with the Commission
on November 20, 2019 and incorporated herein by reference.
Item 9.
Undertakings.
1. The undersigned Registrant
hereby undertakes:
(a)
To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
Registration Statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however,
that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) That, for the purpose of determining
any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(c) To remove from registration by means
of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
2.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
3.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such
issue.
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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 Town of Stamford, State of Connecticut, on
November 20, 2019.
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CARA
THERAPEUTICS, INC.
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By:
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/s/
Derek Chalmers, Ph.D., D.Sc.
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Derek Chalmers, Ph.D., D.Sc.
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Chief Executive Officer
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POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each of the persons whose names appear
below constitutes and appoints Derek Chalmers and Mani Mohindru,
and each of them, such person’s true and lawful attorney in fact
and agent, with full power of substitution and re-substitution, for
such person and in his or her name, place and stead, in any and all
capacities, to execute any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and such other agencies, offices and persons as may be
required by applicable law, granting unto said attorney in fact and
agent, 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 fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent 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 by the
following persons in the capacities and on the dates
indicated.
/s/ Derek Chalmers,
Ph.D., D.Sc.
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Chief Executive Officer
and Director
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November 20,
2019
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Derek Chalmers, Ph.D.,
D.Sc.
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(Principal Executive
Officer)
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/s/Mani
Mohindru
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Chief Financial
Officer
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November 20,
2019
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Mani
Mohindru
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(Principal Financial
and Accounting Officer)
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/s/ Harrison M.
Bains
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Director
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November 20,
2019
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Harrison M.
Bains
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/s/ Jeffrey L. Ives,
Ph.D.
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Director
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November 20,
2019
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Jeffrey L. Ives,
Ph.D.
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/s/ Christopher
Posner
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Director
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November 20,
2019
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Christopher
Posner
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/s/ Martin
Vogelbaum
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Director
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November 20,
2019
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Martin
Vogelbaum
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