Securities Registration: Employee Benefit Plan (s-8)
March 16 2020 - 4:35PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Chiasma, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0722250
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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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140 Kendrick Street, Building C East
Needham, Massachusetts 02494
(Address of principal executive offices)
Chiasma, Inc. 2015 Stock Option and Incentive Plan
(Full title of the plan)
Raj Kannan
Chief
Executive Officer
Chiasma, Inc.
140 Kendrick Street, Building C East
Needham, Massachusetts 02494
(Name and address of agent for service)
(617)-928-5300
(Telephone Number, Including area code, of Agent for Service)
Copy to:
Michael H. Bison
Daniel Lang
Goodwin
Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Fax: (617) 523-1231
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(2)
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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 $0.01)
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1,683,136(3)
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$4.395
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$7,397,383
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$960.18
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of common stock which become issuable under the Chiasma, Inc. 2015 Stock Option and Incentive Plan (the Plan) by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the
Securities Act, and based on the average of the high and low sale prices of the Registrants Common Stock, as quoted on the Nasdaq Global Select Market, on March 9, 2020.
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(3)
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Represents an automatic increase of 1,683,136 shares of Common Stock to the number of shares available for
issuance under the Plan, effective January 1, 2020. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and
Exchange Commission on July 21, 2015 (Registration No. 333-205773), March 17, 2016 (Registration No. 333-210259) and March 8, 2019 (Registration
No. 333-230162).
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EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrants
2015 Stock Option and Incentive Plan (the Plan). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2016, by
an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan).
Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,683,136. This Registration Statement registers these additional 1,683,136 shares of Common Stock. The
additional shares are of the same class as other securities relating to the Plan for which the Registrants registration statements filed on Form
S-8 on July 21, 2015 (Registration No.
333-205773), March 17, 2016 (Registration No.
333-210259) and March 8, 2019 (Registration No. 333-230162) are effective. The information
contained in the Registrants registration statements on Form S-8 (Registration No. 333-205773, Registration
No. 333-210259 and Registration No. 333-230162) are hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
(1)
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Filed as Exhibit 3.1 to the Registrants Form 8-K, filed
previously with the Commission on July 21, 2015 and incorporated by reference herein.
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(2)
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Filed as Exhibit 3.2 to the Registrants Form 8-K, filed
previously with the Commission on July 21, 2015 and incorporated by reference herein.
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(3)
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Filed as Exhibit 4.1 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-204949), filed previously with the Commission on July 6, 2015 and incorporated by reference herein.
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(4)
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Filed as Exhibit 4.2 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-204949), filed previously with the Commission on June 15, 2015 and incorporated by reference herein.
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(5)
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Filed as Exhibit 4.3 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-204949), filed previously with the Commission on June 15, 2015 and incorporated by reference herein.
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(6)
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Filed as Exhibit 4.4 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-204949), filed previously with the Commission on June 15, 2015 and incorporated by reference herein.
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(7)
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Filed as Exhibit 10.3 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-204949), filed previously with the Commission on July 6, 2015 and incorporated by reference herein.
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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 City of Needham,
Commonwealth of Massachusetts, on March 16, 2020.
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CHIASMA, INC.
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By:
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/s/ Raj Kannan
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Raj Kannan
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Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Chiasma, Inc., hereby severally constitute and appoint Raj Kannan, Mark Fitzpatrick and Drew Enamait, and
each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this registration statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as
officers and directors to enable Chiasma, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and all amendments thereto.
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 indicated on March 16, 2020.
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Signature
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Title
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/s/ Raj Kannan
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Chief Executive Officer and Director
(Principal Executive Officer)
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Raj Kannan
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/s/ Mark J. Fitzpatrick
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President
(Principal Financial Officer)
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Mark J. Fitzpatrick
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/s/ Drew Enamait
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Vice President, Finance and Administration
(Principal Accounting Officer)
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Drew Enamait
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/s/ David Stack
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Chairman of the Board of Directors
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David Stack
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/s/ Todd Foley
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Director
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Todd Foley
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/s/ Bard Geesaman, M.D.,
Ph.D.
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Director
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Bard Geesaman, M.D., Ph.D.
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/s/ Roni Mamluk, Ph.D.
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Director
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Roni Mamluk, Ph.D.
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/s/ Scott Minick
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Director
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Scott Minick
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/s/ John Scarlett, M.D.
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Director
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John Scarlett
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/s/ John F. Thero
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Director
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John F. Thero
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