As filed with the Securities and Exchange Commission on March 17, 2022
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Frequency Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware |
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47-2324450 |
| (State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
75 Hayden Avenue
Lexington, MA 02421
(Address of principal executive offices) (Zip code)
Frequency Therapeutics, Inc. 2019 Incentive Award Plan
Frequency Therapeutics, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plans)
David L. Lucchino
President and Chief Executive Officer
Frequency Therapeutics, Inc.
75 Hayden Avenue
Lexington, MA 02421
(781) 315-4600
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
John Chory, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6000
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.
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| Large accelerated filer ☐ |
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Accelerated filer ☐ |
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| Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
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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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐