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)
|
|
|
Delaware |
|
76-0722250 |
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
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.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
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(2)
|
|
Proposed
maximum
aggregate
offering price
|
|
Amount of
registration Fee
|
Common Stock (par value $0.01)
|
|
1,683,136(3) |
|
$4.395 |
|
$7,397,383 |
|
$960.18 |
|
|
(1) |
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.
|
(2) |
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 Registrant’s Common Stock, as quoted on the Nasdaq Global
Select Market, on March 9, 2020.
|
(3) |
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).
|